Filed Pursuant to Rule 424(b)(7)
Registration No. 333-252698
PROSPECTUS SUPPLEMENT No. 2
(To Prospectus dated March 25, 2021)
BTRS Holdings Inc.
Up to 116,237,007 Shares of Common Stock
Up to 12,500,000 Shares of Common Stock Issuable Upon Exercise of Warrants
This prospectus supplement No. 2 supplements the prospectus dated March 25, 2021 (the “Prospectus”) of BTRS Holdings Inc. (the “Company”), which is part of a registration statement on Form S-1 (File No. 333-252698) filed with the United States Securities and Exchange Commission relating to the resale of securities by the selling securityholders as described therein.
The Prospectus relates to the offer and sale from time to time by certain selling security holders as further described in the Prospectus, of up to 116,237,007 shares of Class 1 Common Stock, $0.0001 par value per share (“Common Stock”), including up to 9,259,666 shares of Common Stock issuable as Earnout Shares (as defined in the Prospectus) and up to 6,537,735 shares that are convertible from Class 2 Common Stock, par value $0.0001 per share (“Class 2 Common Stock”).
The Prospectus also relates to the issuance by us of up to an aggregate of 12,500,000 shares of Common Stock that are issuable upon the exercise of 12,500,000 warrants (the “Warrants”) originally issued in the initial public offering of South Mountain Merger Corp. (“SMMC”) by the holders thereof. We will receive the proceeds from any exercise of any Warrants for cash.
This prospectus supplement includes information to update the selling securityholders table in the Prospectus to reflect certain transfers and sales of Common Stock by certain selling securityholders. This prospectus supplement is incorporated by reference into the Prospectus.
This prospectus supplement should be read in conjunction with the Prospectus, as supplemented to date, and this prospectus supplement is qualified by reference to the Prospectus, as supplemented to date, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus with respect to the securities described above, including any amendments or supplements thereto.
INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 7 OF THE PROSPECTUS DATED MARCH 25, 2021 AND IN OUR MOST RECENT FILINGS MADE WITH THE SEC INCORPORATED BY REFERENCE THEREIN, BEFORE YOU MAKE AN INVESTMENT IN OUR SECURITIES.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS AUGUST 13, 2021