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 File Number)
(I.R.S. Employer Identification No.)

1009 Lenox Drive, Suite 101
Lawrenceville, New Jersey
08648
(Address of principal executive offices)
(Zip Code)

(609) 235-1010
(Registrant’s telephone number,
including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading symbol(s)
Name of each exchange on which registered
Class 1 Common Stock, $0.0001 par value per share
BTRS
The Nasdaq Global Select Market
Warrants, each whole warrant exercisable for one share of Class 1 Common Stock at an exercise price of $11.50 per share
BTRSW
The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01
Other Events

On February 23, 2021, BTRS Holdings Inc. (the “Company”) made available information regarding its fully diluted share count on the Investor Relations page of the Company’s website. A copy of the information made available is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company does not undertake to update this information.

Item 9.01
Financial Statements and Exhibits

(d) Exhibits

Exhibit Number

Exhibit Description






Fully Diluted Share Count Information


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 23, 2021


BTRS HOLDINGS INC.





By:
/s/ Mark Shifke



Mark Shifke



Chief Financial Officer



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 SPAC shareholders  PIPE shares   20,000    20,000   Issued to PIPE investors in connection with the Business Combination  Sponsor shares   3,125    3,125   Not subject to forfeiture, not in escrow  Sponsor Vesting Shares   2,375    2,375   SPAC sponsor shares issued, but subject to lock up and vesting based upon achievement of the $12.50 and $15.00 price milestones, which were achieved as of February 10, 2021              Billtrust Earnout Securities   12,000    12,000           100% performance based with 50% vesting based on an average share price of $12.50 and 50% vesting based on an average share price of $15.00 in 20 of 30 business days. This condition was achieved on February 10, 2021.   Sub-total   157,262    157,262                  Warrants outstanding (public shareholders)   12,500   4,514   Callable for $0.01 per warrant if closing price of BTRS Holdings is greater than or equal to $18.00 for any 20 trading days during any 30 day trading period        Number of underlying shares calculated based on treasury stock method, assuming $18 share price        Each warrant is exercisable for one share at an exercise price of $11.50        12,500 warrants outstanding  Billtrust carryover options   15,180   12,439   Number of underlying shares converted based on treasury stock method at $18        15,180 options outstanding, vested and unvested carried over from pre-merger. Vesting is generally time based every 6 months over a two year or four-year period, except for a limited number of options that have immediate vesting.  Unvested options granted in January 2021   7,637    507   Number of underlying shares converted based on treasury stock method at $18        Options granted to employees on January 12, 2021 under the new 2020 Equity Incentive Plan, at an exercise price of $16.80, vesting equally every 6 months over a 4 year period.  Fully diluted share count      174,722      1 Option and share data as of closing date of January 12, 2021   (1)