BTRS Holdings Inc. (Form: 8-K, Received: 02/16/2022 15:21:18)

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


1009 Lenox Drive, Suite 101						08648
Lawrenceville, New Jersey
(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

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 15, 2022, BTRS Holdings Inc. issued a press release (the “Press Release”) announcing its acquisition of all of the outstanding shares of capital stock of Order2Cash, a Netherlands-based order-to-cash cycle platform provider. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.


Exhibit Number						Exhibit Description
99.1						Press Release of BTRS Holdings Inc. dated February 15, 2022.

104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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 15, 2022


			BTRS HOLDINGS INC.

			By:			/s/ Mark Shifke
						Chief Financial Officer

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 it has acquired Netherlands-based Order2Cash, a leading B2B order-to-cash platform provider. The acquisition follows the October 2021 purchase of iController, broadening the company’s European footprint, global presence and ability to expand its innovative Business Payments Network (BPN).

For over 20 years, each company has pursued a similar vision to streamline and accelerate B2B payments for its customers. Now, those customers will gain access to a broader platform of SaaS modules and a global B2B payments network at a time when it is critical to digitally transform accounts receivable to maximize cash flow. Order2Cash’s enterprise customer base, global interoperability capabilities and established connections to over 70 B2B and B2G e-invoicing networks will broaden BPN’s reach to deliver fully compliant and secure e-invoicing across multiple markets. As an open network supporting buyers and suppliers, allowing both accounts payable and accounts receivable platforms to exchange invoices, payments and remittance data, BPN delivers invoices to over 170 leading accounts payable (AP) portals.

“We are thrilled to welcome Frank Hoekstra, Marco Eeman and the Order2Cash team into the Billtrust family,” said Steve Pinado, Billtrust President. “This strategic acquisition aligns perfectly with our growth plan of expanding globally with companies that offer complementary expertise, shared values and local market presence. Our EU team now exceeds 100 members, serving more than 700 customers, and is accelerating our global expansion.”

“On behalf of our Order2Cash team, we are pleased and excited to combine with Billtrust, a true industry leader and innovator,” said Frank Hoekstra, CEO, Order2Cash. “Since 2000, we have worked to make the digital transformation of AR fast and simple while streamlining B2B invoicing and payments. Billtrust brings us an exciting opportunity to leverage our joint commercial and industry experience and offer all customers greater access to a global marketplace. Our coming together ensures that we can continue to provide the speed and quality of service needed to operate in today’s digital landscape.”

The Order2Cash team will continue to operate from Netherlands locations in Amsterdam and Joure, as well as offices in Krakow, Poland and New York City, USA.

About Billtrust

Billtrust is a leading provider of cloud-based software and integrated payment processing solutions to simplify and automate B2B commerce. Accounts receivable is broken and relies on conventional processes that are outdated, inefficient, manual and largely paper based. Billtrust is at the forefront of the digital transformation of AR, providing mission-critical solutions that span credit decisioning and monitoring, online ordering, invoice delivery, payments and remittance capture, invoicing, cash application and collections. For more information, visit Billtrust.com.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the benefits and synergies that may be realized by Billtrust (“the Company”) and Order2Cash as a result of the acquisition. These forward-looking statements are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the

Company. These forward looking statements are subject to a number of risks and uncertainties, including those factors discussed in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including Billtrust’s and Order2Cash’s ability to realize the anticipated benefits and synergies of the acquisition. There may be additional risks the Company presently does not know or that they currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Investor Contact

John T. Williams

IR@billtrust.com

Media Contact

Paul Accardo

PR@billtrust.com