SEC Form SC 13G/A filed by AvidXchange Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)

AVIDXCHANGE HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.001

par value per share

(Title of Class of Securities)

05368X102

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

The name of the issuer to which this filing on Schedule 13G relates is AvidXchange Holdings, Inc. (the “Issuer”).

The principal executive offices of the Issuer are located at 1210 AvidXchange Lane, Charlotte, North Carolina 28206.

This Schedule 13G is being filed jointly by Bain Capital Venture Fund 2014, L.P., a Cayman Islands exempted limited partnership (“BCV Fund 2014”), Bain Capital Venture Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership (“BCV Coinvest Fund”), BCIP Venture Associates, a Delaware limited partnership (“BCIP Venture”), and BCIP Venture Associates-B, a Delaware limited partnership (“BCIP Venture-B” and, together with BCV Fund 2014, BCV Coinvest Fund and BCIP Venture, the “Reporting Persons”).

Bain Capital Venture Investors, LLC, a Delaware limited liability company (“BCVI”), is the general partner of (i) Bain Capital Venture Partners 2014, L.P., a Cayman Islands exempted limited partnership (“BCV Partners 2014”), which is the general partner of BCV Fund 2014, and (ii) Bain Capital Venture Coinvestment Partners, L.P., a Cayman Islands exempted limited partnership (“BCV Coinvest Partners”), which is the general partner of BCV Coinvest Fund.

Boylston Coinvestors, LLC, a Delaware limited liability company (“Boylston” and, together with the Reporting Persons, BCVI, BCV Partners 2014 and BCV Coinvest Partners, the “Bain Capital Venture Entities”), is the managing partner of each of BCIP Venture and BCIP Venture-B.

The governance, investment strategy and decision-making process with respect to investments held by the Reporting Persons is directed by the Executive Committee of BCVI, which consists of Enrique Salem and Ajay Agarwal.

As a result, each of BCVI and Messrs. Salem and Agarwal may be deemed to share voting and dispositive power with respect to the securities held by the Reporting Persons.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2024, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) promulgated under the Act.

The principal business address for each of the Bain Capital Venture Entities and Messrs. Salem and Agarwal is 200 Clarendon Street, Boston, Massachusetts 02116.

BCV Fund 2014, BCV Coinvest Fund, BCV Partners 2014 and BCV Coinvest Partners are each organized under the laws of the Cayman Islands. BCVI, Boylston, BCIP Venture and BCIP Venture-B are each organized under the laws of the State of Delaware. Messrs. Salem and Agarwal are citizens of the United States.

The class of securities of the Issuer to which this Schedule 13G relates is Common Stock, $0.001 par value per share (“Common Stock”).

The CUSIP number of the Common Stock is 05368X102.

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(a) Amount beneficially owned:

As of the close of business on December 31, 2023, BCV Fund 2014 held 4,446,071 shares of Common Stock, representing approximately 2.2% of the outstanding shares of Common Stock, BCV Coinvest Fund held 5,996,131 shares of Common Stock, representing approximately 3.0% of the outstanding shares of Common Stock, BCIP Venture held 1,133,654 shares of Common Stock, representing approximately 0.6% of the outstanding shares of Common Stock, and BCIP Venture-B held 64,042 shares of Common Stock, representing less than 0.1% of the outstanding shares of Common Stock.

As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13G, the Reporting Persons may be deemed to collectively beneficially own an aggregate of 11,639,898 shares of Common Stock, representing approximately 5.7% of the outstanding shares of Common Stock.

The percentage of the outstanding shares of Common Stock held by the Reporting Persons is based on 203,147,583 shares of Common Stock issued and outstanding, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023

(b) Percent of class:

See Item 4(a) hereof.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

0 shares of Common Stock.

(ii) Shared power to vote or to direct the vote:

(iii) Sole power to dispose or to direct the disposition of:

0 shares of Common Stock.

(iv) Shared power to dispose or to direct the disposition of:

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information in this statement is true, complete and correct.