SEC Form SC 13G/A filed by Paymentus Holdings Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Paymentus Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
70439P108
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 (“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).
| 1. |
Names of Reporting Persons
Accel-KKR Holdings GP, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
84,898,181(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
83,662,321(2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
84,898,181(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
82.42%(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents (i) 2,380,950 shares of Class A Common Stock (“Class A Shares”), (ii) 81,281,371 Class A Shares issuable upon conversion of an equal number of shares of Class B Common Stock (“Class B Shares”), and (iii) 1,235,860 Class A Shares underlying Class B Shares for which the Reporting Person holds a voting proxy (“Proxy Shares”). |
| (2) | Represents 2,380,950 Class A Shares and 81,281,371 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (3) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
Accel-KKR Capital Partners CV III, LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
73,609,325(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
73,609,325(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
73,609,325(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
71.46%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents (i) 2,245,886 Class A Shares and (ii) 71,363,439 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (2) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
Accel-KKR Growth Capital Partners III, LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
3,119,816(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
3,119,816(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,119,816(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
3.03%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents (i) 94,546 Class A Shares and (ii) 3,025,270 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (2) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
Accel-KKR Growth Capital Partners II Strategic Fund, LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
104,563(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
104,563(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
104,563(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
0.10%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 3,168 Class A Shares and 101,395 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (2) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
Accel-KKR Growth Capital Partners II, LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,232,500(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,232,500(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,232,500(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
1.20%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents 37,350 Class A Shares and 1,195,150 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (2) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
Accel-KKR Members Fund, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
5,596,117 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
5,596,117 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,596,117 (1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
5.43%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents 5,596,117 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (2) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
Palumbo, Robert | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
49,563(1) | ||||
| 6. | Shared Voting Power
84,898,181(2) | |||||
| 7. | Sole Dispositive Power
49,563(1) | |||||
| 8. | Shared Dispositive Power
83,662,321(3) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
84,947,744(1)(2) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
82.47%(4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents 49,563 Class A Shares issuable in respect of 49,563 Class B Shares. |
| (2) | Represents (i) 2,380,950 Class A Shares, (ii) 81,281,371 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares. |
| (3) | Represents 2,380,950 Class A Shares and 81,281,371 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (4) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
Barnds, Thomas | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
49,564(1) | ||||
| 6. | Shared Voting Power
84,898,181(2) | |||||
| 7. | Sole Dispositive Power
49,564(1) | |||||
| 8. | Shared Dispositive Power
83,662,321(3) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
84,947,745(1)(2) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
82.47%(3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Represents 49,564 Class A Shares issuable in respect of 49,564 Class B Shares. |
| (2) | Represents (i) 2,380,950 Class A Shares, (ii) 81,281,371 Class A Shares issuable upon conversion of an equal number of Class B Shares, and (iii) 1,235,860 Class A Shares underlying the Proxy Shares. |
| (3) | Represents 2,380,950 Class A Shares and 81,281,371 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (4) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| 1. |
Names of Reporting Persons
KKR-AKI Investors L.L.C. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
83,662,321(1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
83,662,321(1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
83,662,321(1) | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
81.22%(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Represents (i) 2,380,950 Class A Shares and (ii) 81,281,371 Class A Shares issuable upon conversion of an equal number of Class B Shares. |
| (2) | Calculated based on (i) 20,390,502 Class A Shares outstanding as of November 1, 2023, as reported in the Issuer’s 10-Q filed November 7, 2023 as increased by (ii) 82,616,358 Class A Shares issuable upon conversion of Class B Shares beneficially owned by the Reporting Persons (inclusive of the Proxy Shares). |
| Item 1(a). | Name of Issuer |
Paymentus Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
18390 NE 68th St.
Redmond, WA 98052
| Item 2(a). | Names of Persons Filing |
This statement is filed by the entities and persons listed below, referred to herein as the “Reporting Persons.”
| (i) | Accel-KKR Holdings GP, LLC |
| (ii) | Accel-KKR Capital Partners CV III, LP |
| (iii) | Accel-KKR Growth Capital Partners III, LP |
| (iv) | Accel-KKR Growth Capital Partners II Strategic Fund, LP |
| (v) | Accel-KKR Growth Capital Partners II, LP |
| (vi) | Accel-KKR Members Fund, LLC |
| (vii) | Palumbo, Robert |
| (viii) | Barnds, Thomas |
| (ix) | KKR-AKI Investors L.L.C. |
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
c/o Accel-KKR
2180 Sand Hill Road, Suite 300,
Menlo Park, CA 94025.
| Item 2(c). | Citizenship |
See responses to Item 4 on the cover page.
| Item 2(d). | Title of Class of Securities |
Class A Common Stock
| Item 2(e). | CUSIP Number |
70439P108
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
Not Applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
See responses to Item 9 on each cover page hereto.
| (b) | Percent of Class: |
See responses to Item 11 on each cover page hereto.
| (c) | Number of shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page hereto.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page hereto.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page hereto.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page hereto.
Accel-KKR Fund Holdings
| • | Accel-KKR Capital Partners CV III, LP (“CV III”) directly holds 2,245,886 Class A Shares and 71,363,439 Class B Shares, convertible into an equal number of Class A Shares with no expiration date. AKKR Fund III Management Company CV, LP (“CV III GP”) is the sole general partner of CV III. |
| • | Accel-KKR Growth Capital Partners III, LP (“GC III”) directly holds 94,546 Class A Shares and 3,025,270 Class B Shares. AKKR Growth Capital Management Company III, LP (“GC III GP”) is the sole general partner of GC III. |
| • | Accel-KKR Growth Capital Partners II Strategic Fund, LP (“GC II Strategic”) directly holds 3,168 Class A Shares and 101,395 Class B Shares. AKKR Growth Capital Management Company II, LP (“GC II GP”) is the sole general partner of GC II Strategic. |
| • | Accel-KKR Growth Capital Partners II, LP (“GC II”) directly holds 37,350 Class A Shares and 1,195,150 Class B Shares. GC II GP is the sole general partner of GC II. |
| • | Accel-KKR Members Fund, LLC (“Members Fund,” and collectively with CV III, GC III, GC II Strategic and GC II, the “Accel-KKR Funds”) directly holds 5,596,117 Class B Shares. AKKR Management Company, LLC (“UGP”) is the sole managing member of Members Fund. |
UGP is the sole general partner of CV III GP, GC III GP and GC II GP. Accel-KKR Holdings GP, LLC (“Topco GP”) is the sole managing member of UGP. Thomas C. Barnds and Robert Palumbo are the sole two directors and members of Topco GP. AKKR Fund II Management Company, LP (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. Consequently, as a result of the ownership and relationships described in the above bullet points, Mr. Barnds, Mr. Palumbo, CV III GP, GC III GP, GC II GP, UGP, Topco GP and the Management Company may be deemed to have shared voting and dispositive power over the shares held by the Accel-KKR Funds.
KKR-AKI Proxy Shares
KKR-AKI Investors L.L.C. (“KKR-AKI”) directly holds 1,235,860 Class B Shares. Pursuant to a Distribution and Voting Agreement, dated as of February 13, 2012, KKR-AKI is subject to a voting agreement with respect to the shares of Class B common stock that it holds in the Issuer and has granted UGP a proxy and attorney-in-fact, with full power of substitution, to vote all of its shares as required by such voting agreement if KKR-AKI does not comply with the terms thereof. As a result, UGP may be deemed to beneficially own such shares.
Stockholders Agreement
Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Form 8-K filed May 28, 2021 (the “Agreement”), among (i) the Issuer, (ii) the Accel-KKR Funds, (iii) KKR-AKI, (iv) Dushyant Sharma and his related trusts and affiliates (“Sharma,” together with the Accel-KKR Funds and KKR-AKI, the “Investor Parties”), the Investor Parties have agreed to certain voting arrangements, and therefore the Reporting Persons may be deemed to be part of a “group” pursuant to Rule 13d-3(a) with the Sharma Investors. Such “group” would be deemed to beneficially own an aggregate of 107,633,202 Class A Shares or 85.7% of the Issuer’s outstanding Class A Shares calculated pursuant to Rule 13d-3(d). The Reporting Persons expressly disclaim membership in any such “group” and disclaim beneficial ownership of, and the responses to Items 5 through 9 of the cover pages to this Schedule 13G do not reflect, any securities that the Reporting Persons may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by Sharma on February 12, 2024.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable.
| Item 9. | Notice of Dissolution of Group |
Not Applicable.
| Item 10. | Certification |
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: February 13, 2024
| Accel-KKR Holdings GP, LLC |
| /s/ Thomas C. Barnds |
| Thomas C. Barnds |
| Title: Authorized Signatory |
| Accel-KKR Capital Partners CV III, LP |
| /s/ Thomas C. Barnds |
| Thomas C. Barnds |
| Title: Authorized Signatory |
| Accel-KKR Growth Capital Partners III, LP |
| /s/ Thomas C. Barnds |
| Thomas C. Barnds |
| Title: Authorized Signatory |
| Accel-KKR Growth Capital Partners II Strategic Fund, LP |
| /s/ Thomas C. Barnds |
| Thomas C. Barnds |
| Title: Authorized Signatory |
| Accel-KKR Growth Capital Partners II, LP |
| /s/ Thomas C. Barnds |
| Thomas C. Barnds |
| Title: Authorized Signatory |
| Accel-KKR Members Fund, LLC |
| /s/ Thomas C. Barnds |
| Thomas C. Barnds |
| Title: Authorized Signatory |
| KKR-AKI Investors L.L.C. |
| /s/ Leonardo Colello |
| By: Leonardo Colello |
| Title: Manager |
| /s/ Thomas C. Barnds |
| Thomas C. Barnds |
| /s/ Thomas C. Barnds, Attorney-in-Fact |
| Robert Palumbo |
EXHIBIT INDEX