Основная статистика
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| CIK | 1774155 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BTRS Holdings Inc - Class 1
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| February 10, 2023 |
BTRS / BTRS Holdings Inc. Class 1 / Senvest Management, LLC - BTRS HOLDINGS INC. Passive Investment SC 13G/A 1 p23-0627sc13ga.htm BTRS HOLDINGS INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BTRS Holdings Inc. (Name of Issuer) Class 1 Common Stock, par value $0.0001 per share (Title of Class of Securities) 11778X104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) C |
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| February 9, 2023 |
BTRS / BTRS Holdings Inc. Class 1 / Riverwood Capital Partners II L.P. - SC 13G/A Passive Investment SC 13G/A 1 d443086dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 BTRS HOLDINGS INC. (Name of Issuer) Class 1 Common Stock (Title of Class of Securities) 11778X104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| December 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File No. 001-38947 BTRS Holdings Inc. (Exact name of registrant as specified in its char |
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| December 21, 2022 |
As filed with the Securities and Exchange Commission on December 21, 2022 As filed with the Securities and Exchange Commission on December 21, 2022 Registration No. |
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| December 20, 2022 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| December 16, 2022 |
As filed with the Securities and Exchange Commission on December 16, 2022 As filed with the Securities and Exchange Commission on December 16, 2022 No. 333-254301 No. 333-263970 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 83-3780685 (State or other jurisdiction of |
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| December 16, 2022 |
As filed with the Securities and Exchange Commission on December 16, 2022 As filed with the Securities and Exchange Commission on December 16, 2022 No. 333-254301 No. 333-263970 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 83-3780685 (State or other jurisdiction of |
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| December 16, 2022 |
EQT Private Equity Completes Acquisition of Billtrust Exhibit 99.1 EQT Private Equity Completes Acquisition of Billtrust LAWRENCEVILLE, N.J., December 16, 2022- BTRS Holdings Inc. ("Billtrust" or "the Company") (NASDAQ: BTRS), a B2B order-to-cash software leader, today announced the completion of its acquisition by the EQT X fund (?EQT Private Equity?), part of EQT, a leading global investment organization. The transaction was announced on September |
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| December 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 16, 2022 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 16, 2022 |
Amended and Restated Certificate of Incorporation of BTRS Holdings Inc., dated December 16, 2022. Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BTRS HOLDINGS INC. I, THE UNDERSIGNED, Chief Executive Officer of BTRS Holdings Inc., do hereby certify as follows: 1. The name of the corporation is BTRS Holdings Inc. (the ?Corporation?). 2. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 12, 202 |
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| December 16, 2022 |
Amended and Restated Bylaws of BTRS Holdings Inc., dated December 16, 2022. Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF BTRS HOLDINGS INC. ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determin |
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| December 13, 2022 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 13, 2022 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| December 13, 2022 |
BTRS Holdings Inc. Stockholders Approve Proposed Merger with EQT Private Equity Exhibit 99.1 BTRS Holdings Inc. Stockholders Approve Proposed Merger with EQT Private Equity LAWRENCEVILLE, NJ, December 13, 2022 ? BTRS Holdings Inc. (?Billtrust? or the ?Company?) (NASDAQ: BTRS) today announced that its stockholders voted to approve the definitive merger agreement with an affiliate of EQT X Fund (?EQT Private Equity?) at a special meeting of the Company?s stockholders. The final |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2022 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| December 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| November 10, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? D |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38947 BTRS HOLDINGS INC. |
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| November 7, 2022 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.3 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement dated as of September 18, 2022 (?Agreement?) is by and between BTRS Holdings, Inc., d/b/a Billtrust, a Delaware corporation, with its principal place of business in Hamilton, New Jersey (?Company?) and Steven Pinado (?Executive?). This Agreement amends, restates, and supersedes |
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| November 7, 2022 |
Exhibit 10.2 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement dated as of September 19, 2022 (?Agreement?) is by and between BTRS Holdings, Inc., d/b/a Billtrust, a Delaware corporation, with its principal place of business in Hamilton, New Jersey (?Company?) and Mark Shifke (?Executive?). This Agreement amends, restates, and supersedes i |
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| November 7, 2022 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement dated as of September 19, 2022 (?Agreement?) is by and between BTRS Holdings, Inc., d/b/a Billtrust, a Delaware corporation, with its principal place of business in Hamilton, New Jersey (?Company?) and Flint Lane (?Executive?). This Agreement amends, restates, and supersedes in |
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| November 7, 2022 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.4 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement dated as of September 19, 2022 (?Agreement?) is by and between BTRS Holdings, Inc., d/b/a Billtrust, a Delaware corporation, with its principal place of business in Hamilton, New Jersey (?Company?) and Joseph Eng (?Executive?). This Agreement amends, restates, and supersedes in |
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| November 7, 2022 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.5 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement dated as of September 18, 2022 (?Agreement?) is by and between BTRS Holdings, Inc., d/b/a Billtrust, a Delaware corporation, with its principal place of business in Hamilton, New Jersey (?Company?) and Jeanne O?Connor (?Executive?). This Agreement amends, restates, and supersed |
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| November 7, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| November 7, 2022 |
Billtrust Announces Third Quarter 2022 Financial Results Billtrust Announces Third Quarter 2022 Financial Results ?Reports Q3 2022 software and payments segment revenue of $35. |
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| October 28, 2022 |
CONFIDENTIAL October 28, 2022 VIA EDGAR TRANSMISSION Jeff Kauten United States Securities and Exchange Commission Division of Corporation Finance Office of Mergers & Acquisitions 100 F Street NE Washington, D. |
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| October 21, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) BTRS Holdings Inc. |
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| October 21, 2022 |
TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? D |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 29, 2022 |
BTRS / BTRS Holdings Inc. Class 1 / Lane Flint A. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* BTRS Holdings Inc. (Name of Issuer) Class 1 Common Stock (Title of Class of Securities) 11778X 104 (CUSIP Number) Flint A. Lane 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 Tel: (609) 235-1010 (Name, Address and Telephone Number of Person |
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| September 29, 2022 |
Exhibit A AGREEMENT The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (including amendments thereto) jointly on behalf of each such party. |
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| September 28, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of September 28, 2022 among BTRS HOLDINGS INC., BULLSEYE FINCO, INC. and BULLSEYE MERGER SUB, INC. TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 13 Article 2 The Merger Section 2.01. The Merger 14 Section 2.02. Conversion of Shares 15 Section 2.03. Surrender a |
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| September 28, 2022 |
Exhibit 10.3 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), is made and entered into as of September 28, 2022, by and between (i) Bullseye Holdings, LP, a Delaware limited partnership, (?Parent?) and (ii) the undersigned (each, a ?Rollover Holder? and collectively, the ?Rollover Holders?). Each of the parties hereto are referred to herein as a ?Par |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 28, 2022 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made and entered into as of September 28, 2022, by and among Bullseye FinCo, Inc., a Delaware corporation (the ?Buyer?) and the stockholders of BTRS Holdings Inc., a Delaware corporation (the ?Company?) listed on Schedule A hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?). Buyer an |
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| September 28, 2022 |
Exhibit 10.4 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), is made and entered into as of September 28, 2022, by and between (i) Bullseye Holdings, LP, a Delaware limited partnership, (?Parent?) and (ii) the undersigned (each, a ?Rollover Holder? and collectively, the ?Rollover Holders?). Each of the parties hereto are referred to herein as a ?Par |
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| September 28, 2022 |
Exhibit 10.6 EXECUTION VERSION RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement is made as of September 28, 2022 (this ?Agreement?) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (?Parent?) and (ii) the undersigned Restricted Parties (each, a ?Restricted Party? and collectively, the ?Restricted Parties?). Parent and the Restricted Parties are sometimes referred to |
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| September 28, 2022 |
Joint Press Release, dated September 28, 2022. EXHIBIT 99.1 Billtrust to be Acquired by EQT Private Equity for Equity Value of $1.7 Billion EQT brings significant resources and demonstrated track record; will partner with Billtrust to advance its mission of digitizing and streamlining the Office of the CFO LAWRENCEVILLE, N.J.?September 28, 2022?BTRS Holdings Inc. ("Billtrust" or "the Company") (NASDAQ: BTRS), a B2B accounts receivable automati |
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| September 28, 2022 |
EXHIBIT 99.1 Billtrust to be Acquired by EQT Private Equity for Equity Value of $1.7 Billion EQT brings significant resources and demonstrated track record; will partner with Billtrust to advance its mission of digitizing and streamlining the Office of the CFO LAWRENCEVILLE, N.J.?September 28, 2022?BTRS Holdings Inc. ("Billtrust" or "the Company") (NASDAQ: BTRS), a B2B accounts receivable automati |
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| September 28, 2022 |
Exhibit 10.2 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made and entered into as of September 28, 2022, by and among Bullseye FinCo, Inc., a Delaware corporation (the ?Buyer?) and the stockholders of BTRS Holdings Inc., a Delaware corporation (the ?Company?) listed on Schedule A hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?). Buyer an |
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| September 28, 2022 |
Exhibit 10.3 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), is made and entered into as of September 28, 2022, by and between (i) Bullseye Holdings, LP, a Delaware limited partnership, (?Parent?) and (ii) the undersigned (each, a ?Rollover Holder? and collectively, the ?Rollover Holders?). Each of the parties hereto are referred to herein as a ?Par |
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| September 28, 2022 |
Exhibit 10.4 ROLLOVER AND CONTRIBUTION AGREEMENT This ROLLOVER AND CONTRIBUTION AGREEMENT (this ?Agreement?), is made and entered into as of September 28, 2022, by and between (i) Bullseye Holdings, LP, a Delaware limited partnership, (?Parent?) and (ii) the undersigned (each, a ?Rollover Holder? and collectively, the ?Rollover Holders?). Each of the parties hereto are referred to herein as a ?Par |
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| September 28, 2022 |
EXHIBIT 10.5 EXECUTION version RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement is made as of September 28, 2022 (this ?Agreement?) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (?Parent?) and (ii) the undersigned Restricted Parties (each, a ?Restricted Party? and collectively, the ?Restricted Parties?). Parent and the Restricted Parties are sometimes referred to |
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| September 28, 2022 |
EXHIBIT 10.5 EXECUTION version RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement is made as of September 28, 2022 (this ?Agreement?) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (?Parent?) and (ii) the undersigned Restricted Parties (each, a ?Restricted Party? and collectively, the ?Restricted Parties?). Parent and the Restricted Parties are sometimes referred to |
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| September 28, 2022 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made and entered into as of September 28, 2022, by and among Bullseye FinCo, Inc., a Delaware corporation (the ?Buyer?) and the stockholders of BTRS Holdings Inc., a Delaware corporation (the ?Company?) listed on Schedule A hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?). Buyer an |
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| September 28, 2022 |
Exhibit 10.6 EXECUTION VERSION RESTRICTIVE COVENANT AGREEMENT This Restrictive Covenant Agreement is made as of September 28, 2022 (this ?Agreement?) by and among (i) Bullseye FinCo, Inc., a Delaware corporation (?Parent?) and (ii) the undersigned Restricted Parties (each, a ?Restricted Party? and collectively, the ?Restricted Parties?). Parent and the Restricted Parties are sometimes referred to |
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| September 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240. |
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| September 28, 2022 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER dated as of September 28, 2022 among BTRS HOLDINGS INC., BULLSEYE FINCO, INC. and BULLSEYE MERGER SUB, INC. TABLE OF CONTENTS Page Article 1 Definitions Section 1.01. Definitions 2 Section 1.02. Other Definitional and Interpretative Provisions 13 Article 2 The Merger Section 2.01. The Merger 14 Section 2.02. Conversion of Shares 15 Section 2.03. Surrender a |
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| September 28, 2022 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this ?Agreement?) is made and entered into as of September 28, 2022, by and among Bullseye FinCo, Inc., a Delaware corporation (the ?Buyer?) and the stockholders of BTRS Holdings Inc., a Delaware corporation (the ?Company?) listed on Schedule A hereto (each, a ?Stockholder? and, collectively, the ?Stockholders?). Buyer an |
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| September 28, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission F |
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| September 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 16, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38947 BTRS HOLDINGS INC. |
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| August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 9, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 9, 2022 |
Billtrust Announces Record Second Quarter 2022 Financial Results Billtrust Announces Record Second Quarter 2022 Financial Results ?Reports record Q2 software and payments segment revenue of $33. |
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| June 22, 2022 |
Exhibit 99.1 Virtual investor session June 22, 2022 Introduction John T. Williams, Head of Investor Relations Disclaimers Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as |
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| June 22, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 2, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 26, 2022 |
Up to 111,295,261 Shares of Class 1 Common Stock 424B3 1 ny20004264x2424b3.htm 424B3 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS Up to 111,295,261 Shares of Class 1 Common Stock This prospectus also relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 111,295,261 shares of our Class 1 common stock, $0.0001 p |
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| May 18, 2022 |
As filed with the Securities and Exchange Commission on May 18, 2022 POS AM 1 ny20004264x1posam.htm POS AM TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 18, 2022 Registration No. 333-252698 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTRS Holdings Inc. (Exact Name of Registrant as Specified in Its |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confide |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 12, 2022 |
Exhibit 99.1 10-May-2022 BTRS Holdings, Inc. (BTRS) Q1 2022 Earnings Call Total Pages: 18 1-877-FACTSET www.callstreet.com Copyright ? 2001-2022 FactSet CallStreet, LLC BTRS Holdings, Inc. (BTRS) Q1 2022 Earnings Call 10-May-2022 CORPORATE PARTICIPANTS John T. Williams Steven Pinado Senior Vice President & Head-Investor Relations, BTRS Holdings, Inc. President, BTRS Holdings, Inc. Flint A. Lane Ma |
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| May 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| May 11, 2022 |
Billtrust Reports First Quarter 2022 Financial Results Billtrust Reports First Quarter 2022 Financial Results ?First quarter software and payments segment revenue up 16%; up 34% on an adjusted basis ?Reaffirms Full Year 2022 Financial Outlook LAWRENCEVILLE, NJ, May 10, 2022 ? BTRS Holdings Inc. |
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| May 10, 2022 |
BTRS HOLDINGS INC. EXECUTIVE SEVERANCE PLAN INCLUDING IN THE EVENT OF A CHANGE OF CONTROL EXHIBIT 10.1 BTRS HOLDINGS INC. EXECUTIVE SEVERANCE PLAN INCLUDING IN THE EVENT OF A CHANGE OF CONTROL BTRS Holdings Inc., a Delaware corporation (the ?Company?), has adopted this Executive Severance Plan Including In The Event of a Change of Control (the ?Plan?), effective as of the Effective Date, for the benefit of certain key employees of the Participating Company Group. The Company considers |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38947 BTRS HOLDINGS INC. |
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| April 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 25, 2022 |
Exhibit 99.1 Billtrust Appoints John W. Murray to its Board of Directors Technology Executive Brings Experience in Achieving Transformational Outcomes to Integrated B2B Payments Leader LAWRENCEVILLE, NJ ? April 25, 2022 ? Billtrust (NASDAQ: BTRS), a B2B accounts receivable automation and integrated B2B payments leader, has announced that John W. Murray has joined its Board of Directors, effective |
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| April 22, 2022 |
TABLE OF CONTENTS SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 22, 2022 |
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 1, 2022 |
Exhibit 99.1 1 | ? 2022 BTRS Holdings Inc. dba Billtrust. All rights reserved. Investor Presentation March 2022 Disclaimers 2 | ? 2022 BTRS Holdings Inc. dba Billtrust. All rights reserved. Forward-Looking Statements This presentation includes ?forward-looking statements? within the meaning of the ?safe harbor? provisions of the United States Private Securities Litigation Reform Act of 1995. Forwa |
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| April 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 30, 2022 |
EX-FILING FEES 4 brhc10035208ex107.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Table Form S-8 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule(1) Amount Registered(2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class 1 Common Stock, pa |
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| March 30, 2022 |
As filed with the Securities and Exchange Commission on March 30, 2022 S-8 1 brhc10035208s8.htm S-8 As filed with the Securities and Exchange Commission on March 30, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 83-3780685 (State or other jurisdiction of incorporation) |
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| March 9, 2022 |
Exhibit 4.6 DESCRIPTION OF REGISTRANT?S SECURITIES The following is a description of the Class 1 Common Stock, $0.0001 par value (?Common Stock?), of BTRS Holdings Inc. (the ?Company,? ?we,? ?our,? or ?us?). The following summary description is based on the provisions of our Second Amended and Restated Certificate of Incorporation (the ?Charter?), our Amended and Restated Bylaws, (the ?Bylaws?), a |
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| March 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38947 BTRS HOLDINGS I |
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| March 1, 2022 |
EX-99.1 2 btrsq42021earningsannounce.htm EX-99.1 Billtrust Reports Fourth Quarter and Full Year 2021 Financial Results Exceeds Fourth Quarter and Full Year Financial Expectations; Introduces 2022 Full Year Guidance Further Expands International Footprint with Acquisition of Order2Cash •Fourth quarter and full year software and payments segment revenue up 25% and 28%, respectively •Fourth quarter g |
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| March 1, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| March 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38947 CUSIP NUMBER 11778X104 NOTIFICATION OF LATE FILING (Check One): ?Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tran |
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| February 16, 2022 |
EX-99.1 2 order2cashpressrelease.htm EX-99.1 Billtrust Acquires Order2Cash, a Netherlands-based B2B Software Provider Acquisition Further Expands Global Reach for AR Automation and B2B Integrated Payments Leader LAWRENCEVILLE, NJ USA and AMSTERDAM, NETHERLANDS – February 15, 2022 – Billtrust (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, announced today i |
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| February 16, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 15, 2022 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 14, 2022 |
BTRS / BTRS Holdings Inc. Class 1 / Riverwood Capital Partners II L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1 )* Under the Securities Exchange Act of 1934 BTRS HOLDINGS INC. (Name of Issuer) Class 1 Common Stock (Title of Class of Securities) 11778X104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Under the Securities Exchange Act of 1934 (Amendment No. 2)* BTRS Holdings, Inc. (Name of Issuer) Class 1 Common Stock, $0.0001 par value per share (Title of Class of Securities) 11778X104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pu |
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| February 9, 2022 |
BTRS / BTRS Holdings Inc. Class 1 / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: BTRS Holdings Inc. Title of Class of Securities: Common Stock CUSIP Number: 11778X104 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ Rule |
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| January 25, 2022 |
BTRS / BTRS Holdings Inc. Class 1 / Senvest Management, LLC - BTRS HOLDINGS INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BTRS Holdings Inc. (Name of Issuer) Class 1 Common Stock, par value $0.0001 per share (Title of Class of Securities) 11778X104 (CUSIP Number) December 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| December 27, 2021 |
BTRS / BTRS Holdings Inc. Class 1 / Senvest Management, LLC - BTRS HOLDINGS INC. Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BTRS Holdings Inc. (Name of Issuer) Class 1 Common Stock, par value $0.0001 per share (Title of Class of Securities) 204162174 (CUSIP Number) December 14, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| December 21, 2021 |
BTRS Holdings Inc. Announces Completion of Exchange Offer and Consent Solicitation Exhibit 99.1 BTRS Holdings Inc. Announces Completion of Exchange Offer and Consent Solicitation LAWRENCEVILLE, NJ, ? (BUSINESS WIRE) Dec. 21, 2021 ? BTRS Holdings Inc. (?Billtrust? or the ?Company?) (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, today announced the closing of its previously announced exchange offer (the ?Offer?) and consent solicitation ( |
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| December 21, 2021 |
BTRS Holdings Inc. Announces Completion of Exchange Offer and Consent Solicitation Exhibit 99.1 BTRS Holdings Inc. Announces Completion of Exchange Offer and Consent Solicitation LAWRENCEVILLE, NJ, — (BUSINESS WIRE) Dec. 21, 2021 — BTRS Holdings Inc. (“Billtrust” or the “Company”) (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, today announced the closing of its previously announced exchange offer (the “Offer”) and consent solicitation ( |
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| December 21, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS SUPPLEMENT (to Prospectus dated March 25, 2021) Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated March 25, 2021 (the ?Prospectus?), which forms a part of the Registration Statement on Form |
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| December 21, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 BTRS HOLDINGS INC. |
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| December 21, 2021 |
425 1 brhc10032126425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2021 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38947 83-3780685 (State or other jurisdiction of i |
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| December 17, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS SUPPLEMENT (to Prospectus dated March 25, 2021) Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated March 25, 2021 (the ?Prospectus?), which forms a part of the Registration Statement on Form |
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| December 17, 2021 |
AMENDMENT NO. 1 TO WARRANT AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this ?Amendment?) is made as of December 17, 2021, by and between BTRS Holdings Inc., a Delaware corporation (the ?Company?) (f/k/a South Mountain Merger Corp. (?South Mountain?)), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?), and constitutes an amendment to that cert |
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| December 17, 2021 |
AMENDMENT NO. 1 TO WARRANT AGREEMENT EX-10.1 2 brhc10031863ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment (this “Amendment”) is made as of December 17, 2021, by and between BTRS Holdings Inc., a Delaware corporation (the “Company”) (f/k/a South Mountain Merger Corp. (“South Mountain”)), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agen |
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| December 17, 2021 |
425 1 brhc10031863425.htm 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2021 BTRS HOLDINGS INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38947 83-3780685 (State or other jurisdiction of i |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2021 BTRS HOLDINGS INC. |
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| December 17, 2021 |
Exhibit 99.1 BTRS Holdings Inc. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants LAWRENCEVILLE, NJ, December 17, 2021 ?? BTRS Holdings Inc. (?Billtrust? or the ?Company?) (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, announced today the expiration and results of its previously announced exchange offer ( |
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| December 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) BTRS HOLDINGS INC. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Class 1 Common Stock (Title of Class of Securities) 11778X112 (CUSIP Number of Class of Securities) |
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| December 17, 2021 |
Exhibit 99.1 BTRS Holdings Inc. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants LAWRENCEVILLE, NJ, December 17, 2021 –– BTRS Holdings Inc. (“Billtrust” or the “Company”) (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, announced today the expiration and results of its previously announced exchange offer ( |
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| December 16, 2021 |
PROSPECTUS/OFFER TO EXCHANGE Filed pursuant to Rule 424(b)(3) Registration Statement No. |
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| November 18, 2021 |
As filed with the Securities and Exchange Commission on November 18, 2021 As filed with the Securities and Exchange Commission on November 18, 2021 Registration No. |
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| November 18, 2021 |
Exhibit 10.12 TENDER AND SUPPORT AGREEMENT TENDER AND SUPPORT AGREEMENT (this ?Agreement?), dated as of November 17, 2021, by and among BTRS Holdings Inc., a Delaware corporation (the ?Company?), and each of the persons listed on Schedule A hereto (collectively, the ?Warrant Holders,? and each a ?Warrant Holder?). W I T N E S S E T H: WHEREAS, as of the date hereof, each Warrant Holder is the bene |
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| November 18, 2021 |
EX-99.2 8 brhc10030815ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF BTRS HOLDINGS INC. Pursuant to the Prospectus/Offer to Exchange dated November 18, 2021 Instructions for Use Unless defined herein, terms used in this Notice of Guaranteed Delivery shall have definitions set forth in the Prospectus/Offer to Exchange dated November 18, 2021. This Notice of Guaran |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BTRS HOLDINGS INC. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Class 1 Common Stock (Title of Class of Securities) 11778X112 (CUSIP Number of Class of Securities) Flint A. Lane Chi |
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| November 18, 2021 |
BTRS Holdings Inc. Dealer Manager and Solicitation Agent Agreement Exhibit 10.11 BTRS Holdings Inc. Dealer Manager and Solicitation Agent Agreement New York, New York November 18, 2021 BofA Securities, Inc., as Dealer Manager c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and Gentlemen: BTRS Holdings Inc, a company incorporated under the laws of Delaware (the ?Company? or ?we?), plans to make an offer (such offer as described in the Pro |
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| November 18, 2021 |
EX-99.3 9 brhc10030815ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Class 1 Common Stock of BTRS Holdings Inc. for Shares of Class 1 Common Stock of BTRS Holdings Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE |
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| November 18, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 BTRS HOLDINGS INC. |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2021 BTRS HOLDINGS INC. |
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| November 18, 2021 |
EX-99.1 7 brhc10030815ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer To Exchange Warrants to Acquire Shares of Class 1 Common Stock of BTRS Holdings Inc. for Shares of Class 1 Common Stock of BTRS Holdings Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN STANDA |
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| November 18, 2021 |
Exhibit 99.1 BTRS Holdings Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants LAWRENCEVILLE, NJ, November 18, 2021 — BTRS Holdings Inc. (“Billtrust” or the “Company”) (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, today announced that it has commenced an exchange offer (the “Offer”) and consent solicitation (the “C |
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| November 18, 2021 |
EX-99.4 10 brhc10030815ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer To Exchange Warrants to Acquire Shares of Class 1 Common Stock of BTRS Holdings Inc. for Shares of Class 1 Common Stock of BTRS Holdings Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS |
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| November 18, 2021 |
Exhibit 99.1 BTRS Holdings Inc. Announces Commencement of Exchange Offer and Consent Solicitation Relating to Warrants LAWRENCEVILLE, NJ, November 18, 2021 ? BTRS Holdings Inc. (?Billtrust? or the ?Company?) (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, today announced that it has commenced an exchange offer (the ?Offer?) and consent solicitation (the ?C |
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| November 10, 2021 |
Billtrust Reports Third Quarter 2021 Results Exceeds Third Quarter Financial Expectations and Raises Guidance for Full Year 2021 Accelerates International Footprint with Acquisition of iController LAWRENCEVILLE, NJ, November 10, 2021 ? BTRS Holdings Inc. |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38947 BTRS HOLDINGS INC. |
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| November 10, 2021 |
424B3 1 btrsform424b311102021.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS SUPPLEMENT (to Prospectus dated March 25, 2021) Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated March 25, 2021 (the “Prospectus”), which forms a par |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| October 12, 2021 |
Billtrust Acquires iController, a Belgium-based B2B Collections Software Provider Acquisition Establishes Strategic European Presence for AR Automation and B2B Integrated Payments Leader LAWRENCEVILLE, NJ USA and GHENT, BELGIUM ? October 12, 2021 ? Billtrust (NASDAQ: BTRS), a B2B accounts receivable (AR) automation and integrated payments leader, announced today it has acquired iController, a leading B2B provider of intelligent solutions for collections management, for $58 million, financed with cash on hand. |
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| October 12, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 12, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 16, 2021 |
Filed Pursuant to Rule 424(b)(7) Registration No. 333-252698 PROSPECTUS SUPPLEMENT No. 2 (To Prospectus dated March 25, 2021) ? BTRS Holdings Inc. ? ? Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement No. 2 supplements the prospectus dated March 25, 2021 (the ?Prospectus?) of BTRS Holdings Inc. (the ?Compa |
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| August 13, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS SUPPLEMENT (to Prospectus dated March 25, 2021) Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated March 25, 2021 (the ?Prospectus?), which forms a part of the Registration Statement on Form |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38947 BTRS HOLDINGS INC. |
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| August 11, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 11, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 11, 2021 |
EX-99.1 2 btrsq22021earningsannounce.htm EX-99.1 Billtrust Announces Second Quarter 2021 Results Generated Strong Total Payment Volume and Revenue Growth Software and Payments segment revenue increased by 27% year-over-year in the second quarter Gross profit, excluding depreciation and amortization, increased 23% and Adjusted gross profit* increased 25% year-over-year in the second quarter Raises |
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| July 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240. |
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| July 2, 2021 |
9,000,000 Shares of Common Stock TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(7) Registration No. 333-257488 PROSPECTUS ? 9,000,000 Shares of Common Stock The selling securityholders named in this prospectus (the ?Selling Securityholders?) are offering 9,000,000 shares of our Class 1 Common Stock, $0.0001 par value per share (?Common Stock?). We will not receive any proceeds from the sale of shares of Common Stock by the Selli |
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| June 30, 2021 |
As filed with the Securities and Exchange Commission on June 30, 2021. As filed with the Securities and Exchange Commission on June 30, 2021. Registration No. 333-257488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BTRS Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Delaware ? ? 7371 ? ? 83-3780685 (State or Other Jurisdiction of Incorp |
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| June 30, 2021 |
BTRS Holdings Inc. Class 1 Common Stock, $0.0001 par value Underwriting Agreement EX-1.1 2 nt10025714x4ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 BTRS Holdings Inc. Shares Class 1 Common Stock, $0.0001 par value Underwriting Agreement New York, New York [●], 2021 Citigroup Global Markets Inc. J.P. Morgan Securities LLC As Representatives of the several Underwriters, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 c/o J.P. Morgan Securities LLC 383 Madison |
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| June 30, 2021 |
CORRESP 1 filename1.htm Citigroup Global Markets Inc. 388 Greenwich Street New York, NY 10013 J.P. Morgan Securities LLC 270 Park Avenue New York, NY 10017 June 30, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: BTRS Holdings Inc. Registration Statement on Form S-1 (File No. 333-257488) Ladies and Gentlemen: Purs |
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| June 29, 2021 |
BTRS HOLDINGS INC. 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 BTRS HOLDINGS INC. 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 June 29, 2021 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo, Legal Branch Chief RE: BTRS Holdings Inc. Registration Statement on Form S-1 File No. 333-257488 Ladies and Gentlemen: BTRS Holdings Inc. (the ?Registrant?) hereby |
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| June 28, 2021 |
As filed with the Securities and Exchange Commission on June 28, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 28, 2021. |
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| June 28, 2021 |
EX-21.1 3 nt10025714x2ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries Company Name Jurisdiction of Incorporation Factor Systems, LLC Delaware |
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| June 24, 2021 |
EX-99.1 2 russell2000pressrelease.htm EX-99.1 Billtrust to be Added to US Small-Cap Russell 2000® Index Index Addition Increases Accounts Receivable Automation and B2B Integrated Payments Leader’s Exposure to Broader Set of Investors LAWRENCEVILLE, NJ – June 24, 2021 – BTRS Holdings Inc. (“Billtrust” or “the Company”) (NASDAQ: BTRS), a B2B accounts receivable automation and integrated payments lea |
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| June 24, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| June 21, 2021 |
TABLE OF CONTENTS As confidentially submitted to the Securities and Exchange Commission on June 21, 2021. |
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| May 26, 2021 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS SUPPLEMENT (to Prospectus dated March 25, 2021) ? Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement updates and supplements the prospectus dated March 25, 2021 (the ?Prospectus?), which forms a part of the Registration Statement on For |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38947 BTRS Holdings Inc. |
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| May 12, 2021 |
BTRS Holdings Inc. Announces First Quarter 2021 Results Generated Strong TPV and Revenue Growth Raises Revenue Guidance for the Full Year 2021 LAWRENCEVILLE, NJ, May 12, 2021 ? BTRS Holdings Inc. ("Billtrust" or "the Company") (NASDAQ: BTRS), a B2B accounts receivable automation and integrated payments leader, today announced financial results for its first quarter ended March 31, 2021. "I am very |
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| May 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| March 30, 2021 |
EX-16.1 2 brhc10022512ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 March 30, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by BTRS Holdings Inc. (f/k/a South Mountain Merger Corp.) under Item 4.01 of its Form 8-K filed March 30, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we were informed |
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| March 30, 2021 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 25, 2021 |
EX-16.1 2 nt10022066x1ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 March 25, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by BTRS Holdings Inc. (f/k/a South Mountain Merger Corp.) under Item 304(a)(1)(v) of Regulation S-K of its Form S-1 filed March 25, 2021. We agree with the statements concerning our Firm under Item 304(a |
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| March 25, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS ? Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of up to an aggregate of 12,500,000 shares of our Class 1 common stock, $0.0001 par value per share (?Common Stock?), that are issuable upon the e |
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| March 25, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 25, 2021 Registration No. |
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| March 24, 2021 |
Exhibit 4.6 DESCRIPTION OF REGISTRANTS? SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the Class 1 common stock and warrants of BTRS Holdings Inc. (the ?Company,? ?we,? ?our,? or ?us?). The following summary description is based on the provisions of our Certificate of Incorporation (the ?Certificate of Incorporation?), our Amen |
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| March 24, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.3 shall have the meanings ascribed to in the Current Report on Form 8-K to which the Exhibit 99.3 is attached. The following unaudited pro forma condensed combined balance sheet of the Combined Company (as defined below) as of December 31, 2020 and the unaudited pro f |
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| March 24, 2021 |
BILLTRUST’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 BILLTRUST?S MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information which Billtrust?s management believes is relevant to an assessment and understanding of Billtrust?s results of operations and financial condition. This discussion and analysis should be read together with the section of the Origin |
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| March 24, 2021 |
Exhibit 99.1 BTRS Holdings Inc. (f/k/a Factor Systems, Inc. (dba Billtrust)) Financial Statements For the Years Ended December 31, 2020, 2019 and 2018 BTRS Holdings Inc. (f/k/a Factor Systems, Inc. (dba Billtrust)) Contents Report of Independent Registered Public Accounting Firm 3 Financial Statements Balance Sheets as of December 31, 2020 and 2019 5 Statements of Operations and Comprehensive Loss |
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| March 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38947 BTRS Holdings Inc. (Exact |
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| March 24, 2021 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) |
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| March 23, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 23, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-3780685 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 23, 2021 |
EX-99.1 2 brhc10022108ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Billtrust Announces Fourth Quarter and Full Year 2020 Results Full Year 2020 Total Revenue Growth of 7% Full Year 2020 Net Revenue Growth of 13% Full Year Software and Payments Segment Revenue Growth of 18% Provides Financial Guidance for the Full Year 2021 LAWRENCEVILLE, NJ, March 23, 2021 – BTRS Holdings Inc. ("Billtrust" or "the Company |
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| March 15, 2021 |
As filed with the Securities and Exchange Commission on March 15, 2021 Registration No. |
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| March 15, 2021 |
BTRS Holdings, Inc. Stock Option Grant Notice (2020 Equity Incentive Plan) EX-99.5 5 brhc10021771ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 BTRS Holdings, Inc. Stock Option Grant Notice (2020 Equity Incentive Plan) BTRS Holdings, Inc. (the “Company”), pursuant to the Company’s 2020 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all o |
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| March 15, 2021 |
BTRS Holdings, Inc. RSU Award Grant Notice (2020 Equity Incentive Plan) EX-99.6 6 brhc10021771ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 BTRS Holdings, Inc. RSU Award Grant Notice (2020 Equity Incentive Plan) BTRS Holdings, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions |
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| February 26, 2021 |
Exhibit A AGREEMENT The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (including amendments thereto) jointly on behalf of each such party. |
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| February 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* BTRS Holdings Inc. (Name of Issuer) Class 1 Common Stock (Title of Class of Securities) 11778X 104 (CUSIP Number) Flint A. Lane 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 Tel: (609) 235-1010 (Name, Address and Telephone Number of Person A |
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| February 23, 2021 |
Exhibit 99.1 Share Count Common Shares Underlying – all classes Common Shares – all classes, net of assumed repurchase at $18/share Category (000’s) (000’s) Notes Total shares issued to Billtrust, excluding options 94,764 94,764 Shares held by pre-Business Combination Billtrust equityholders, Class 1 (Voting) and Class 2 (Non-voting) SPAC public shareholders 24,998 24,998 Shares previously held by |
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| February 23, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-1476189 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* South Mountain Merger Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 838884104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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| February 12, 2021 |
EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary are: Select Equity Group, L.P., which is an Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
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| February 12, 2021 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BTRS Holdings Inc. (formerly known as South Mountain Merger Corp.) (Name of Issuer) Class A Common Stock (Title of Class of Securities) 838884104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to desig |
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| February 12, 2021 |
BTRS Holdings Inc. (formerly known as South Mountain Merger Corp.) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BTRS Holdings Inc. (formerly known as South Mountain Merger Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 838884104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 11, 2021 |
BTRS Holdings Inc. (formerly known as South Mountain Merger Corp.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* BTRS Holdings Inc. (formerly known as South Mountain Merger Corp.) (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 838884104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of This |
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| February 10, 2021 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-252698 PROSPECTUS Up to 116,237,007 Shares of Common Stock Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of up to an aggregate of 12,500,000 shares of our Class 1 common stock, $0.0001 par value per share (“Common Stock”), that are issuable upon the e |
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| February 5, 2021 |
BTRS HOLDINGS INC. 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 February 5, 2021 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: BTRS Holdings Inc. Registration Statement on Form S-1 File No. 333-252698 Ladies and Gentlemen: BTRS Holdings Inc. (the ?Registrant?) hereby requests that the U.S. Securities an |
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| February 3, 2021 |
Exhibit 16.1 February 3, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by BTRS Holdings Inc. (f/k/a South Mountain Merger Corp.) under Item 304(a)(1)(v) of Regulation S-K of its Form S-1 filed February 3, 2021. We agree with the statements concerning our Firm under Item 304(a)(1)(v) of Regulation S-K, in which we wer |
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| February 3, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 3, 2021 Registration No. |
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| January 22, 2021 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D EX-99.1 Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (including amendments thereto) jo |
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| January 22, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 BTRS HOLDINGS INC. (Name of Issuer) Class 1 Common Stock (Title of Class of Securities) 11778X104 (CUSIP Number) January 12, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| January 22, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| January 22, 2021 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them Statements on Schedule 13D or Schedule 13G, as applicable (including amendments thereto), with regard to the securities of BTRS Holdings, Inc. and further agree that this Joint Fil |
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| January 14, 2021 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 21 nc10018795x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to the in the Current Report on Form 8-K to which the Exhibit 99.1 is attached. The following unaudited pro forma condensed combined balance sheet of the Combined Company (as defined bel |
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| January 14, 2021 |
EXHIBIT 10.5 LEASE AGREEMENT BETWEEN LENOX DRIVE OFFICE PARK LLC, a Delaware Limited Liability Company, LANDLORD, -AND- FACTOR SYSTEMS, INC., a Delaware Corporation, Doing Business As “Billtrust”, TENANT DATED: August 28, 2017 Prepared by: Robert A. Klausner, Esq. Fox Rothschild LLP 49 Market Street Morristown, New Jersey 07960 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 4 ARTICLE 2 DEMISE; TERM |
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| January 14, 2021 |
EX-10.10 19 nc10018795x1ex10-10.htm EXHIBIT 10.10 Exhibit 10.10 EMPLOYMENT AGREEMENT AGREEMENT, dated this 24th day of February, 2020 by and between FACTOR SYSTEMS, INC. d/b/a BILLTRUST, a Delaware corporation with principal executive offices at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648 (the “Company”), and Joseph Eng (“Executive”). W I T N E S S E T H: The Company is desirous o |
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| January 14, 2021 |
CONFIDENTIALITY AND LOCK UP AGREEMENT EX-4.5 9 nc10018795x1ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 FORM OF CONFIDENTIALITY AND LOCK-UP AGREEMENT CONFIDENTIALITY AND LOCK UP AGREEMENT This Confidentiality and Lockup Agreement is dated as of October [•], 2020 and is among South Mountain Merger Corp., a Delaware corporation (“SMMC”), and each of the stockholder parties identified on Exhibit A hereto and the other persons who enter into a joind |
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| January 14, 2021 |
BTRS Holdings Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS 1 COMMON STOCK EX-4.1 6 nc10018795x1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER NUMBER C‑ SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 11778X 104 BTRS Holdings Inc. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS 1 COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS 1 COMMON STOCK OF BTRS Holdings Inc. (THE “COMPANY”) tra |
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| January 14, 2021 |
Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated October [•], 2020, is entered into by and between South Mountain Merger Corp., a Delaware corporation (the “Company”), and the undersigned subscriber. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Tran |
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| January 14, 2021 |
Exhibit 10.9 EMPLOYMENT AGREEMENT AGREEMENT, dated this 10th day of March, 2020 by and between FACTOR SYSTEMS, INC. d/b/a BILLTRUST, a Delaware corporation with principal executive offices at 100 American Metro Boulevard, Suite 150, Hamilton, New Jersey 08619 (the “Company”), and Mark Shifke (“Executive”). W I T N E S S E T H: The Company is desirous of employing Executive as Chief Financial Offic |
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| January 14, 2021 |
AMENDED AND RESTATED BYLAWS SOUTH MOUNTAIN MERGER CORP. (A DELAWARE CORPORATION) ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BYLAWS AMENDED AND RESTATED BYLAWS OF SOUTH MOUNTAIN MERGER CORP. (A DELAWARE CORPORATION) ARTICLE I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation of the corporation (as the same may be amended and/or restated from time to |
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| January 14, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG SOUTH MOUNTAIN MERGER CORP., BT MERGER SUB I, INC., BT MERGER SUB II, LLC, AND FACTOR SYSTEMS, INC. (D/B/A BILLTRUST) DATED AS OF OCTOBER 18, 2020 A-1 Table of Contents Page ARTICLE I DEFINITIONS A-7 SECTION 1.01 Certain Definitions A-7 SECTION 1.02 Further Definitions A-16 SECTION 1.03 Construction A-19 ARTICLE II AGREEMENT AND |
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| January 14, 2021 |
EX-16.1 20 nc10018795x1ex16-1.htm EXHIBIT 16.1 Exhibit 16.1 January 14, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by BTRS Holdings Inc. (f/k/a South Mountain Merger Corp.) under Item 4.01 of its Form 8-K filed January 14, 2021. We agree with the statements concerning our Firm under Item 4.01, in which we were inf |
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| January 14, 2021 |
EX-10.3 12 nc10018795x1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 BTRS HOLDINGS INC. 2020 EQUITY INCENTIVE PLAN BTRS HOLDINGS INC. 2020 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: [DATE] APPROVED BY THE STOCKHOLDERS: [DATE] TABLE OF CONTENTS Page 1. GENERAL E-1 2. SHARES SUBJECT TO THE PLAN E-1 3. ELIGIBILITY AND LIMITATIONS E-2 4. OPTIONS AND STOCK APPRECIATION RIGHTS E-2 5. AWARDS OTHER T |
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| January 14, 2021 |
BTRS Holdings Inc. Indemnity Agreement Exhibit 10.2 BTRS Holdings Inc. Indemnity Agreement This Indemnity Agreement (the “Agreement”) is made and entered into as of , between BTRS Holdings Inc. (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through in |
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| January 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-38947 (Commission File Number) 8 |
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| January 14, 2021 |
Exhibit 10.4 BTRS HOLDINGS INC. 2020 EMPLOYEE STOCK PURCHASE PLAN BTRS Holdings Inc. 2020 Employee Stock Purchase Plan Adopted by the Board of Directors: [DATE] Approved by the Stockholders: [DATE] 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain designated Related Corporations may be given an opportunity to purchase shares of Common Stock. |
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| January 14, 2021 |
FIRST AMENDMENT TO LEASE AGREEMENT Exhibit 10.6 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of August 28, 2017 (the “Effective Date”) by and between LENOX DRIVE OFFICE PARK LLC, a Delaware limited liability company (“Landlord”), having an address do JFR Global, 2329 Nostrand Avenue, Suite 2()(), Brooklyn, New York 11210, and FACTOR SYSTEMS, INC., a Delaware corporat |
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| January 14, 2021 |
EX-10.7 16 nc10018795x1ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EMPLOYMENT AGREEMENT AGREEMENT, dated this 1st day of August, 2014 by and between FACTOR SYSTEMS, INC. d/b/a BILLTRUST, a Delaware corporation with principal executive offices at 100 American Metro Boulevard, Suite 150, Hamilton, New Jersey 08619 (the “Company”), and Flint Lane (“Executive”). WITNESSETH: The Company is desirous of employi |
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| January 14, 2021 |
Exhibit 10.8 EMPLOYMENT AGREEMENT AGREEMENT, dated this 28th day of March, 2018 by and between FACTOR SYSTEMS, INC. d/b/a BILLTRUST, a Delaware corporation with principal executive offices at 100 American Metro Boulevard, Suite 150, Hamilton, New Jersey 08619 (the “Company”), and Steven L. Pinado (“Executive”). WITNESSETH: The Company is desirous of employing Executive as President of the Company, |
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| January 14, 2021 |
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT EX-4.4 8 nc10018795x1ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2020, is made and entered into by and among South Mountain Merger Corp., a Delaware corporation (the “South Mountain”), South Mountain LLC, a D |
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| January 14, 2021 |
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SOUTH MOUNTAIN MERGER CORP. EX-3.1 4 nc10018795x1ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SOUTH MOUNTAIN MERGER CORP. South Mountain Merger Corp., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “South Mountain Merger Corp |
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| January 14, 2021 |
EX-4.2 7 nc10018795x1ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BTRS Holdings Inc. Incorporated Under the Laws of the State of Delaware CUSIP 11778X 112 Warrant Certificate This Warrant Certificate certif |
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| January 14, 2021 |
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT EX-2.2 3 nc10018795x1ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT This Amendment (this “Amendment”) is entered into as of December 13, 2020, by and among South Mountain Merger Corp., a Delaware corporation (“SMMC”), BT Merger Sub I, Inc., a Delaware corporation (“First Merger Sub”), BT Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub |
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| January 12, 2021 |
Submission of Matters to a Vote of Security Holders - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 SOUTH MOUNTAIN MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38947 83-3780685 (Commi |
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| January 12, 2021 |
Exhibit 99.1 Billtrust and South Mountain Merger Corp. Announce Closing of Business Combination Billtrust to Trade on Nasdaq Under the Symbol “BTRS” NEW YORK, NY, PHILADELPHIA, PA and LAWRENCEVILLE, NJ – January 12, 2021 – BTRS Holdings Inc. (“Billtrust”), a B2B accounts receivable automation and integrated B2B payments leader, and South Mountain Merger Corp. (“South Mountain”), a special purpose |
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| January 12, 2021 |
Regulation FD Disclosure - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 BTRS HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware 001-38947 83-1476189 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2021 SOUTH MOUNTAIN MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38947 83-3780685 (Commis |
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| January 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2021 SOUTH MOUNTAIN MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38947 83-3780685 (Commis |
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| December 23, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: December 23, 2020 Dear Billtrust Stockholder, I hope this message finds you and your family well during these challenging times. I’m excited to |
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| December 22, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: December 22, 2020 South Mountain Merger Corp. Announces Meeting Date for Special Meeting of Stockholders Relating to Previously Announced Busine |
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| December 22, 2020 |
South Mountain Merger Corp. 767 Fifth Avenue, 9th Floor New York, NY 10153 TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-249673 South Mountain Merger Corp. 767 Fifth Avenue, 9th Floor New York, NY 10153 Dear South Mountain Merger Corp. Stockholders: On October 18, 2020, South Mountain Merger Corp., a Delaware corporation (“South Mountain”), BT Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of South Mou |
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| December 21, 2020 |
SOUTH MOUNTAIN MERGER CORP. 767 Fifth Avenue, 9th Floor New York, New York 10153 SOUTH MOUNTAIN MERGER CORP. 767 Fifth Avenue, 9th Floor New York, New York 10153 December 21, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549 Attention: Edwin Kim South Mountain Merger Corp. Registration Statement on Form S-4 File No. 333-249673 Ladies and Gentlemen: Pursuant to Rule 461 under the Secu |
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| December 18, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 18, 2020. |
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| December 18, 2020 |
Exhibit 99.9 CASH/STOCK ELECTION FORM Factor Systems, Inc. (d/b/a Billtrust) Attn: General Counsel 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 Ladies and Gentlemen: I am an owner of shares of common stock (“Billtrust Common Stock”) or preferred stock (“Billtrust Preferred Stock”) of Factor Systems, Inc. (d/b/a Billtrust) (“Billtrust”). I acknowledge that I have received the proxy s |
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| December 18, 2020 |
December 18, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| December 15, 2020 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 nt10016102x118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2020 SOUTH MOUNTAIN MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati |
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| December 15, 2020 |
425 1 nt10016102x118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2020 SOUTH MOUNTAIN MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporati |
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| December 14, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 14, 2020. |
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| December 14, 2020 |
December 14, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| December 14, 2020 |
CONSENT OF PERSON TO BE NAMED DIRECTOR Exhibit 99.10 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”) of South Mountain Merger Corp., a Delaware corporation, as a person who has agreed to serve as a director of Ne |
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| December 14, 2020 |
Exhibit 99.9 CASH/STOCK ELECTION FORM Factor Systems, Inc. (d/b/a Billtrust) Attn: General Counsel 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 Ladies and Gentlemen: I am an owner of shares of common stock (“Billtrust Common Stock”) or preferred stock (“Billtrust Preferred Stock”) of Factor Systems, Inc. (d/b/a Billtrust) (“Billtrust”). I acknowledge that I have received the proxy s |
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| December 4, 2020 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* South Mountain Merger Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 838884104 (CUSIP Number) December 1, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| December 2, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: December 2, 2020 Billtrust Announces Financial Highlights for the Three- and Nine-Month Periods Ended September 30, 2020 Record Quarterly Total |
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| November 25, 2020 |
Exhibit 99.3 LETTER OF TRANSMITTAL Exchange of Company Common Stock for SMMC Common Stock and/or Cash IMPORTANT - PLEASE READ THE FOLLOWING AND THE INSTRUCTIONS CAREFULLY BEFORE SIGNING THIS LETTER OF TRANSMITTAL Ladies and Gentlemen: This letter of transmittal (this “Letter of Transmittal”) is being delivered in connection with the merger (the “Merger”) of BT Merger Sub I, Inc. (“First Merger Sub |
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| November 25, 2020 |
Exhibit 99.9 CASH/STOCK ELECTION FORM Factor Systems, Inc. (d/b/a Billtrust) Attn: General Counsel 1009 Lenox Drive, Suite 101 Lawrenceville, New Jersey 08648 Ladies and Gentlemen: I am an owner of shares of common stock (“Billtrust Common Stock”) or preferred stock (“Billtrust Preferred Stock”) of Factor Systems, Inc. (d/b/a Billtrust) (“Billtrust”). I acknowledge that I have received the proxy s |
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| November 25, 2020 |
November 25, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N. |
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| November 25, 2020 |
Exhibit 99.1 SOUTH MOUNTAIN MERGER CORP. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING TO BE HELD ON DECEMBER [●], 2020. The undersigned, revoking any previous proxies relating to these shares with respect to the Pre-Mergers Charter Proposal, the Business Combination Proposal, each of the Post-Mergers Charter Proposals, the Election of Directors Proposal, the |
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| November 25, 2020 |
Exhibit 99.2 WRITTEN CONSENT IN LIEU OF A MEETING OF STOCKHOLDERS OF FACTOR SYSTEMS, INC. (D/B/A BILLTRUST) [●], 2020 The undersigned (the “Stockholder”), being the holder of shares of [Company Common Stock] [and] [Series [●] preferred stock] of [●], Inc., a Delaware corporation, (the “Company”), acting pursuant to Section 228(a) and Section 251 of the General Corporation Law of the State of Delaw |
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| November 25, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 25, 2020. |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38947 SOUTH MOUNTAIN ME |
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| November 16, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 South Mountain Merger Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 838884104 (CUSIP Number) November 5, 2020 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p |
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| November 13, 2020 |
425 1 nt10016102x4425.htm 425 Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No. 001-38947 Date: November 13, 2020 Investor Presentation November 2020 Disclaimers This presentation is provided for informational p |
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| October 26, 2020 |
EX-10.10 2 nt10016102x1ex10-10.htm EXHIBIT 10.10 EXHIBIT 10.10 LEASE AGREEMENT BETWEEN LENOX DRIVE OFFICE PARK LLC, a Delaware Limited Liability Company, LANDLORD, -AND- FACTOR SYSTEMS, INC., a Delaware Corporation, Doing Business As “Billtrust”, TENANT DATED: August 28, 2017 Prepared by: Robert A. Klausner, Esq. Fox Rothschild LLP 49 Market Street Morristown, New Jersey 07960 TABLE OF CONTENTS Pa |
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| October 26, 2020 |
CONSENT OF PERSON TO BE NAMED DIRECTOR Exhibit 99.4 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”) of South Mountain Merger Corp., a Delaware corporation, as a person who has agreed to serve as a director of New |
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| October 26, 2020 |
FACTOR SYSTEMS, INC. (dba BILLTRUST) 2014 INCENTIVE COMPENSATION PLAN ARTICLE ONE GENERAL PROVISIONS Exhibit 10.14 FACTOR SYSTEMS, INC. (dba BILLTRUST) 2014 INCENTIVE COMPENSATION PLAN ARTICLE ONE GENERAL PROVISIONS I. PURPOSE OF THE PLAN This Incentive Compensation Plan is intended to promote the interests of Factor Systems, Inc., a Delaware corporation dba Billtrust, by providing eligible persons in the Corporation’s service with the opportunity to participate in one or more cash or equity ince |
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| October 26, 2020 |
FACTOR SYSTEMS, INC. DBA BILLTRUST 2003 STOCK INCENTIVE PLAN Exhibit 10.13 FACTOR SYSTEMS, INC. DBA BILLTRUST 2003 STOCK INCENTIVE PLAN 1. Purpose. The purpose of this 2003 Stock Incentive Plan (the “Plan”) of Factor Systems, Inc., a Delaware corporation dba Billtrust (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) importa |
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| October 26, 2020 |
CONSENT OF PERSON TO BE NAMED DIRECTOR Exhibit 99.6 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”) of South Mountain Merger Corp., a Delaware corporation, as a person who has agreed to serve as a director of New |
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| October 26, 2020 |
CONSENT OF PERSON TO BE NAMED DIRECTOR Exhibit 99.8 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”) of South Mountain Merger Corp., a Delaware corporation, as a person who has agreed to serve as a director of New |
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| October 26, 2020 |
CONSENT OF PERSON TO BE NAMED DIRECTOR Exhibit 99.7 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”) of South Mountain Merger Corp., a Delaware corporation, as a person who has agreed to serve as a director of New |
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| October 26, 2020 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 26, 2020. |
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| October 26, 2020 |
CONSENT OF PERSON TO BE NAMED DIRECTOR EX-99.5 9 nt10016102x1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 CONSENT OF PERSON TO BE NAMED DIRECTOR As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned consents to being named in the Registration Statement on Form S-4 (together with any amendments or supplements thereto, the “Registration Statement”) of South Mountain Merger Corp., a Delaware corporation, as a perso |
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| October 26, 2020 |
FIRST AMENDMENT TO LEASE AGREEMENT Exhibit 10.11 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made as of August 28, 2017 (the “Effective Date”) by and between LENOX DRIVE OFFICE PARK LLC, a Delaware limited liability company (“Landlord”), having an address do JFR Global, 2329 Nostrand Avenue, Suite 2()(), Brooklyn, New York 11210, and FACTOR SYSTEMS, INC., a Delaware corpora |
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| October 23, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 23, 2020 Billtrust Customer Newsletter Opening | Friday 10/23 Thank you for helping us reach a new milestone! Early this week brought ab |
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| October 22, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 22, 2020 Billtrust CEO On Delivering The Perfect B2B Payment ByPYMNTS Posted on October 22, 2020 A perfect storm of market shifts catal |
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| October 20, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 20, 2020 Billtrust CEO talks going public via SPAC and goal of being the ‘Venmo for B2B’ Nineteen-year-old company expects to achieve A |
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| October 19, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 19, 2020 The following information was made available on the website of Factor Systems, Inc. (d/b/a Billtrust) on October 19, 2020 Addi |
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| October 19, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No. 001-38947 Date: October 19, 2020 Investor Presentation October 2020 Disclaimers 1 This presentation is provided for informational purposes only and has been prep |
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| October 19, 2020 |
425 1 nc10016063x9425.htm 425 Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 19, 2020 Local blank check company merges with New Jersey payments software company Billtrust Philadelphia |
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| October 19, 2020 |
Exhibit 99.1 BILLTRUST TO BECOME PUBLICLY TRADED COMPANY THROUGH COMBINATION WITH SOUTH MOUNTAIN MERGER CORPORATION Provides Leader in B2B Accounts Receivable Solutions with Capital to Further Scale Business Transaction Values Billtrust’s Pro-Forma Equity at $1.5 Billion Upon Consummation of Transaction Transaction Includes a $200 Million Fully Committed PIPE at $10.00 Per Share From Investors Inc |
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| October 19, 2020 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG SOUTH MOUNTAIN MERGER CORP., BT MERGER SUB I, INC., BT MERGER SUB II, LLC, AND FACTOR SYSTEMS, INC. (D/B/A BILLTRUST) DATED AS OF OCTOBER 18, 2020 Table of Contents Page ARTICLE I DEFINITIONS 3 SECTION 1.01 Certain Definitions 3 SECTION 1.02 Further Definitions 16 SECTION 1.03 Construction 19 ARTICLE II AGREEMENT AND PLAN OF MERGER 20 SECTION |
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| October 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2020 SOUTH MOUNTAIN MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38947 83-3780685 (Commi |
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| October 19, 2020 |
Exhibit 99.1 BILLTRUST TO BECOME PUBLICLY TRADED COMPANY THROUGH COMBINATION WITH SOUTH MOUNTAIN MERGER CORPORATION Provides Leader in B2B Accounts Receivable Solutions with Capital to Further Scale Business Transaction Values Billtrust’s Pro-Forma Equity at $1.5 Billion Upon Consummation of Transaction Transaction Includes a $200 Million Fully Committed PIPE at $10.00 Per Share From Investors Inc |
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| October 19, 2020 |
425 1 nc10016063x6425.htm 425 Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 19, 2020 The following is an email sent to certain customers of Factor Systems, Inc. (d/b/a Billtrust) on |
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| October 19, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933, and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 19, 2020 The following information was provided to employees of Factor Systems, Inc. (d/b/a Billtrust) on October 19, 2020 Billtrust / |
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| October 19, 2020 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT BY AND AMONG SOUTH MOUNTAIN MERGER CORP., BT MERGER SUB I, INC., BT MERGER SUB II, LLC, AND FACTOR SYSTEMS, INC. (D/B/A BILLTRUST) DATED AS OF OCTOBER 18, 2020 Table of Contents Page ARTICLE I DEFINITIONS 3 SECTION 1.01 Certain Definitions 3 SECTION 1.02 Further Definitions 16 SECTION 1.03 Construction 19 ARTICLE II AGREEMENT AND PLAN OF MERGER 20 SECTION |
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| October 19, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 19, 2020 The following communications were made available by Factor Systems, Inc. (d/b/a Billtrust) on October 19, 2020. Important Infor |
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| October 19, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 19, 2020 The following is an email sent to employees of Factor Systems Inc. (d/b/a/ Billtrust) on October 19, 2020 FROM: Flint Lane TO: |
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| October 19, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2020 SOUTH MOUNTAIN MERGER CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-38947 83-3780685 (Commi |
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| October 19, 2020 |
Filed by South Mountain Merger Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: South Mountain Merger Corp. Commission File No.: 001-38947 Date: October 19, 2020 The following is a transcript of a presentation given by members of the management teams of South Mountain Merger Corp. and Fac |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38947 SOUTH MOUNTAIN MERGER |
