Paymentus Holdings, Inc. (Form: 3, Received: 05/25/2021 21:18:42)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Accel-KKR Holdings GP, LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 5/25/2021

3. Issuer Name and Ticker or Trading Symbol

Paymentus Holdings, Inc. [PAY]

(Last) (First) (Middle)

C/O ACCEL-KKR, 2180 SAND HILL ROAD, SUITE 300

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

MENLO PARK, CA 94025

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)

6. Individual or Joint/Group Filing(Check Applicable Line)

___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	71,863,439	I	Accel-KKR Capital Partners CV III, LP ⁽²⁾⁽³⁾
Common Stock ⁽¹⁾	3,025,270	I	Accel-KKR Growth Capital Partners III, LP ⁽²⁾⁽³⁾
Common Stock ⁽¹⁾	101,395	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP ⁽²⁾⁽³⁾
Common Stock ⁽¹⁾	1,195,150	I	Accel-KKR Growth Capital Partners II, LP ⁽²⁾⁽³⁾
Common Stock ⁽¹⁾	5,635,005	I	Accel-KKR Members Fund, LLC ⁽²⁾⁽³⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Private Placement Shares	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	2,245,886	⁽⁴⁾	I	Accel-KKR Capital Partners CV III, LP ⁽²⁾⁽³⁾
Private Placement Shares	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	94,546	⁽⁴⁾	I	Accel-KKR Growth Capital Partners III, LP ⁽²⁾⁽³⁾
Private Placement Shares	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	37,350	⁽⁴⁾	I	Accel-KKR Growth Capital Partners II, LP ⁽²⁾⁽³⁾
Private Placement Shares	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,168	⁽⁴⁾	I	Accel-KKR Growth Capital Partners II Strategic Fund, LP ⁽²⁾⁽³⁾

Explanation of Responses:
(1)	Immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock, each share of Common Stock shall be reclassified into one share of Class B Common Stock. Class B Common Stock is convertible at any time, at the holder's election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A Common Stock.
(2)	Accel-KKR Holdings GP, LLC , or Topco GP (for which decision making is controlled by Mr. Palumbo and Mr. Barnds), has voting and investment power over the shares of Common Stock of the Issuer owned by (i) Accel-KKR Capital Partners CV III, LP, or CV III; (ii) Accel-KKR Growth Capital Partners III, LP, or GC III; (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP, or GC II Strategic; (iv) Accel-KKR Growth Capital Partners II, LP, or GC II; and (v) Accel-KKR Members Fund, LLC, or Members Fund.
(3)	(Continued from footnote 2) AKKR Fund III Management Company CV, LP, or CV III GP, is the sole general partner of CV III. AKKR Growth Capital Management Company III, LP, or GC III GP, is the sole general partner of GC III. AKKR Growth Capital Management Company II, LP, or GC II GP, is the sole general partner of GC II Strategic and GC II. AKKR Management Company, LLC, or UGP, is the sole managing member of Members Fund and the sole general partner of CV III GP, GC III GP and GC II GP. Topco GP, is the sole managing member of UGP. AKKR Fund II Management Company, LP, or the Management Company, is the sole management company of each of the Accel-KKR Funds, and UGP is the general partner of the Management Company. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein.
(4)	Pursuant to an agreement with the Issuer, the Reporting Persons are obligated to purchase an aggregate of $50,000,000 of Class A Common Stock of the Issuer ("Private Placement Shares") in one or more private placements to occur in connection with the closing of the Issuer's initial public offering. Each Private Placement Share has a price of $21.00. The obligation to purchase the Private Placement Shares is not transferable.

Remarks:
Exhibit 24: Power of Attorney

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Accel-KKR Holdings GP, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025		X
ACCEL-KKR CAPITAL PARTNERS CV III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025		X
ACCEL-KKR GROWTH CAPITAL PARTNERS III, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025		X
Accel-KKR Growth Capital Partners II Strategic Fund, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025		X
Accel-KKR Growth Capital Partners II, LP C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025		X
Accel-KKR Members Fund, LLC C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025		X
Palumbo Robert C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025	X	X
Barnds Thomas C/O ACCEL-KKR 2180 SAND HILL ROAD, SUITE 300 MENLO PARK, CA 94025		X

Signatures
Accel-KKR Holdings GP, LLC, /s/ Thomas C. Barnds, as its authorized signatory		5/25/2021
^**Signature of Reporting Person		Date
Accel-KKR Capital Partners CV III, LP, /s/ Thomas C. Barnds, as its authorized signatory		5/25/2021
^**Signature of Reporting Person		Date
Accel-KKR Growth Capital Partners III, LP, /s/ Thomas C. Barnds, as its authorized signatory		5/25/2021
^**Signature of Reporting Person		Date
Accel-KKR Growth Capital Partners II Strategic Fund, LP, /s/ Thomas C. Barnds, as its authorized signatory		5/25/2021
^**Signature of Reporting Person		Date
Accel-KKR Growth Capital Partners II, LP, /s/ Thomas C. Barnds, as its authorized signatory		5/25/2021
^**Signature of Reporting Person		Date
Accel-KKR Members Fund, LLC, /s/ Thomas C. Barnds, as its authorized signatory		5/25/2021
^**Signature of Reporting Person		Date
/s/ Thomas C. Barnds		5/25/2021
^**Signature of Reporting Person		Date
/s/ Robert Palumbo		5/25/2021
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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                               POWER OF ATTORNEY

         KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Thomas C. Barnds, acting singly and with full power of
substitution or revocation, the undersigned's true and lawful attorneys-in-
fact, with full power and authority as hereinafter described on behalf of and in
the name, place and stead of the undersigned to:

    (i)  execute for and on behalf of the undersigned, in the undersigned's
capacity as a director, director nominee, officer or beneficial owner of common
stock of Paymentus Holdings, Inc., a Delaware corporation (the "Company"), any
Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits
thereto (including any joint filing agreements) required to be filed by the
undersigned under Section 13 of the Securities Exchange Act of 1934, as amended,
and the rules promulgated thereunder (the "Exchange Act"), and any Forms 3, 4,
and 5 and any amendments, supplements or exhibits thereto required to be filed
by the undersigned under Section 16(a) of the Exchange Act;

    (ii)  do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such schedules
or forms and timely file such forms with the United States Securities and
Exchange Commission and any applicable stock exchange; and

    (iii) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact,  may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.

         The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with, or any liability for the
failure to comply with, Section 13 and/or Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 25th day of May, 2021.

                                        By: /s/ Robert Palumbo
                                            ------------------
                                        Name: Robert Palumbo