BTRS HOLDINGS INC. : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction is incorporated by reference into this Item 2.01.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

           Standard; Transfer of Listing.

The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.

In connection with the consummation of the Merger, Billtrust requested that the Nasdaq Global Select Market ("Nasdaq") suspend trading of Company Common Stock on Nasdaq and remove Company Common Stock from listing on Nasdaq, in each case, prior to the opening of the market on December 16, 2022. Billtrust also requested that Nasdaq file a notification of removal from listing of Company Common Stock on Form 25 with the SEC.

Billtrust intends to file Form 15 with the SEC to request the deregistration of Company Common Stock under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the suspension of Billtrust's reporting obligations under Sections 13 and 15(d) of the Exchange Act ten days after the filing of the Form 25.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated by reference into this Item 3.03.

At the Effective Time, each holder of Company Common Stock immediately prior to the Effective Time ceased to have any rights as a shareholder of Billtrust other than the right to receive the Merger Consideration pursuant to the Merger Agreement.

Item 5.01. Changes in Control of Registrant.

The information set forth in Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 is incorporated by reference into this Item 5.01.

As a result of the Merger, a change in control of Billtrust occurred, and Billtrust is now a wholly owned subsidiary of Parent. Parent obtained the funds necessary to fund the Merger through equity financing from certain funds managed by EQT Private Equity and debt financing from Sixth Street Partners, LLC, Owl Rock Capital Advisors LLC and Monroe Capital Management Advisors, LLC.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

As of the Effective Time, in accordance with the Merger Agreement, all of the directors of Billtrust immediately prior to the Effective Time resigned as directors of Billtrust and Sunil Rajasekar was appointed the sole director of Billtrust.

The officers of Billtrust as of immediately prior to the Effective Time will be the officers of Billtrust until such time as they resign or are otherwise removed and their successors are duly appointed. As contemplated by the Merger Agreement and the other transaction documents, all of the officers of Billtrust resigned immediately following the Effective Time. Certain individuals were appointed as officers of Billtrust immediately following the Effective Time, including that Steven Pinado was appointed Secretary of Billtrust.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01, Item 3.03, Item 5.01 and Item 5.02 is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended. In addition, the bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Company (except that references to the name of Merger Sub shall be replaced by reference to the name of the Company) until thereafter amended. Copies of Billtrust's amended and restated certificate of incorporation and bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

Item 8.01. Other Events.

On December 16, 2022, Billtrust and EQT Private Equity issued a joint press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.




Exhibit
 Number                                  Description

  2.1        Agreement and Plan of Merger, dated as of September 27, 2022, by and
           among BTRS Holdings Inc., Bullseye FinCo, Inc. and Bullseye Merger Sub,
           Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on
           BTRS Holdings Inc. 8-K (File No. 001-38947) filed on September 28,
           2022)* †

  10.1       Rollover and Contribution Agreement, dated as of September 27, 2022,
           by and among Bullseye Holdings, LP, Flint A. Lane, FL 2009 GRAT FBO APL,
           FL 2009 GRAT FBO KML and FL 2009 GRAT FBO TKL (incorporated by reference
           to Exhibit 10.3 to the Current Report on BTRS Holdings Inc. 8-K (File
           No. 001-38947) filed on September 28, 2022).†

  10.2       Rollover and Contribution Agreement, dated as of September 27, 2022,
           by and among Bullseye Holdings, LP and certain entities affiliated with
           Bain Capital Venture Investors, LLC (incorporated by reference to
           Exhibit 10.4 to the Current Report on BTRS Holdings Inc. 8-K (File No.
           001-38947) filed on September 28, 2022).†

  3.1        Amended and Restated Certificate of Incorporation of BTRS Holdings
           Inc., dated December 16, 2022.

  3.2        Amended and Restated Bylaws of BTRS Holdings Inc., dated December 16,
           2022.

  99.1       Joint Press Release, dated December 16, 2022.

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

__________________

* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of

Regulation S-K. The Company agrees to furnish supplementally a copy of such

schedules and exhibits, or any section thereof to the SEC upon request.

† Certain sensitive personally identifiable information in this exhibit was

omitted by means of redacting a portion of the text and replacing it with [***]

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