<SEC-DOCUMENT>0001863304-25-000003.txt : 20250813
<SEC-HEADER>0001863304-25-000003.hdr.sgml : 20250813
<ACCEPTANCE-DATETIME>20250813161230
ACCESSION NUMBER:		0001863304-25-000003
CONFORMED SUBMISSION TYPE:	SCHEDULE 13G/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20250813
DATE AS OF CHANGE:		20250813

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Paymentus Holdings, Inc.
		CENTRAL INDEX KEY:			0001841156
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-BUSINESS SERVICES, NEC [7389]
		ORGANIZATION NAME:           	07 Trade & Services
		EIN:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-92586
		FILM NUMBER:		251211724

	BUSINESS ADDRESS:	
		STREET 1:		11605 N. COMMUNITY HOUSE ROAD
		STREET 2:		SUITE 300
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28277
		BUSINESS PHONE:		(888) 440-4826

	MAIL ADDRESS:	
		STREET 1:		11605 N. COMMUNITY HOUSE ROAD
		STREET 2:		SUITE 300
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28277

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Sharma Dushyant
		CENTRAL INDEX KEY:			0001863304
		ORGANIZATION NAME:           	

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13G/A

	MAIL ADDRESS:	
		STREET 1:		11605 N. COMMUNITY HOUSE ROAD
		STREET 2:		SUITE 300
		CITY:			CHARLOTTE
		STATE:			NC
		ZIP:			28277
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13G/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
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<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13g" xmlns:xsd="http://www.w3.org/2001/XMLSchema" xmlns:xsi="http://www.w3.org/2001/XMLSchema-instance">
  <headerData>
    <submissionType>SCHEDULE 13G/A</submissionType>
    <filerInfo>
      <filer>
        <filerCredentials>
          <cik>0001863304</cik>
          <ccc>XXXXXXXX</ccc>
        </filerCredentials>
      </filer>
      <liveTestFlag>LIVE</liveTestFlag>



    </filerInfo>
  </headerData>
  <formData>
    <coverPageHeader>
      <amendmentNo>4</amendmentNo>
      <securitiesClassTitle>Class A Common Stock</securitiesClassTitle>
      <eventDateRequiresFilingThisStatement>06/30/2025</eventDateRequiresFilingThisStatement>
      <issuerInfo>
        <issuerCik>0001841156</issuerCik>
        <issuerName>Paymentus Holdings, Inc.</issuerName>
        <issuerCusip>70439P108</issuerCusip>
        <issuerPrincipalExecutiveOfficeAddress>
          <street1 xmlns="http://www.sec.gov/edgar/common">11605 N. Community House Road</street1>
          <street2 xmlns="http://www.sec.gov/edgar/common">Suite 300</street2>
          <city xmlns="http://www.sec.gov/edgar/common">Charlotte</city>
          <stateOrCountry xmlns="http://www.sec.gov/edgar/common">NC</stateOrCountry>
          <zipCode xmlns="http://www.sec.gov/edgar/common">28277</zipCode>
        </issuerPrincipalExecutiveOfficeAddress>
      </issuerInfo>
      <designateRulesPursuantThisScheduleFiled>
        <designateRulePursuantThisScheduleFiled>Rule 13d-1(d)</designateRulePursuantThisScheduleFiled>
      </designateRulesPursuantThisScheduleFiled>
    </coverPageHeader>
    <coverPageHeaderReportingPersonDetails>


      <reportingPersonName>Dushyant Sharma</reportingPersonName>
      <memberGroup>b</memberGroup>
      <citizenshipOrOrganization>X1</citizenshipOrOrganization>
      <reportingPersonBeneficiallyOwnedNumberOfShares>
        <soleVotingPower>20923416</soleVotingPower>
        <sharedVotingPower>1781228</sharedVotingPower>
        <soleDispositivePower>20923416</soleDispositivePower>
        <sharedDispositivePower>1781228</sharedDispositivePower>
      </reportingPersonBeneficiallyOwnedNumberOfShares>
      <reportingPersonBeneficiallyOwnedAggregateNumberOfShares>22704644</reportingPersonBeneficiallyOwnedAggregateNumberOfShares>
      <aggregateAmountExcludesCertainSharesFlag>N</aggregateAmountExcludesCertainSharesFlag>
      <classPercent>33.4</classPercent>
      <typeOfReportingPerson>IN</typeOfReportingPerson>
      <comments>The reported sole voting power and sole dispositive power represents (i) 68,750 shares of Class A common stock underlying restricted stock units held directly by Mr. Sharma and expected to vest within 60 days of the date of this filing; (ii) 1 share of Class A common stock held directly by Ashigrace LLC ("Ashigrace"); (iii) 17,549,795 shares of Class B common stock held directly by Ashigrace; and (iv) 3,304,870 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing. Shares of Class B common stock are convertible at any time, at the holder's election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A common stock.

The reported shared voting power and shared dispositive power represents (i) 1,152,560 shares of Class B common stock held directly by The Ruma Sharma Family Trust dated December 3, 2018 (the "Ruma Sharma Trust"); (ii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust A dated March 30, 2021 ("Trust A"); (iii) 157,167 shares of Class B common stock held directly by The Sharma Family Trust B dated March 30, 2021 ("Trust B"); (iv) 157,167 shares of Class B common stock held directly by The Sharma Family Trust C dated March 30, 2021 ("Trust C"); and (v) 157,167 shares of Class B common stock held directly by The Sharma Family Trust D dated March 30, 2021 ("Trust D," and, collectively with Trust A, Trust B and Trust C, the "Sharma Family Trusts"). Shares of Class B common stock are convertible at any time, at the holder's election and automatically in connection with certain transfers and upon certain other events, into an equal number of shares of Class A common stock. Mr. Sharma serves as the trustee for the Ruma Sharma Trust, and Mr. Sharma's spouse serves as the trustee for the Sharma Family Trusts.

The reported aggregate amount beneficially owned by the reporting person includes (i) 68,750 shares of Class A common stock underlying restricted stock units held directly by Mr. Sharma and expected to vest within 60 days of the date of this filing; (ii) 1 share of Class A common stock held directly by Ashigrace; (iii) 17,549,795 shares of Class B common stock held directly by Ashigrace; (iv) 3,304,870 stock options to purchase shares of Class B common stock held directly by Ashigrace exercisable within sixty days of the date of this filing; (v) 1,152,560 shares of Class B common stock held directly by the Ruma Sharma Trust; (vi) 157,167 shares of Class B common stock held directly by Trust A; (vii) 157,167 shares of Class B common stock held directly by Trust B; (viii) 157,167 shares of Class B common stock held directly by Trust C; and (ix) 157,167 shares of Class B common stock held directly by Trust D.

Mr. Sharma disclaims beneficial ownership of the shares held by the Sharma Family Trusts.

The reported percentage is calculated based on (i) 45,348,953 shares of Class A common stock outstanding as of July 31, 2025, as reported on the Issuer's 10-Q filed August 5, 2025; (ii) 19,331,023 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock; and (iii) 3,304,870 shares of Class A common stock issuable upon exercise and conversion by Ashigrace of stock options to purchase shares of Class B common stock.</comments>
    </coverPageHeaderReportingPersonDetails>
    <items>
      <item1>
        <issuerName>Paymentus Holdings, Inc.</issuerName>
        <issuerPrincipalExecutiveOfficeAddress>11605 N. Community House Rd., Suite 300, Charlotte, NC 28277</issuerPrincipalExecutiveOfficeAddress>
      </item1>
      <item2>
        <filingPersonName>Dushyant Sharma</filingPersonName>
        <principalBusinessOfficeOrResidenceAddress>c/o Paymentus Holdings, Inc.
11605 N. Community House Rd., Suite 300
Charlotte, NC 28277</principalBusinessOfficeOrResidenceAddress>
        <citizenship>See response to Item 4 on the cover page.</citizenship>
      </item2>
      <item3>
        <notApplicableFlag>Y</notApplicableFlag>
      </item3>
      <item4>
        <amountBeneficiallyOwned>See response to Item 9 on the cover page.</amountBeneficiallyOwned>
        <classPercent>See response to Item 11 on the cover page.</classPercent>
        <numberOfSharesPersonHas>
          <solePowerOrDirectToVote>See response to Item 5 on the cover page.</solePowerOrDirectToVote>
          <sharedPowerOrDirectToVote>See response to Item 6 on the cover page.</sharedPowerOrDirectToVote>
          <solePowerOrDirectToDispose>See response to Item 7 on the cover page.</solePowerOrDirectToDispose>
          <sharedPowerOrDirectToDispose>See response to Item 8 on the cover page.

Dushyant Sharma is the sole manager of Ashigrace LLC and has sole voting and dispositive power with respect to the securities held by Ashigrace.

Pursuant to a Stockholders Agreement, dated as of May 24, 2021, as filed as Exhibit 10.1 to the Issuer's Form 8-K filed May 28, 2021 (the "Agreement"), among (i) the Issuer, (ii) Accel-KKR Capital Partners CV III, LP ("CV III"), (iii) Accel-KKR Growth Capital Partners II Strategic Fund, LP ("GC II Strategic"), (iv) Accel-KKR Growth Capital Partners II, LP ("GC II"), (v) Accel-KKR Growth Capital Partners III, LP ("GC III"), (vi) Accel-KKR Members Fund, LLC ("Members Fund" and, collectively, with CV III, GC II Strategic, GC II and GC II, the "AKKR Funds"), (vii) KKR-AKI Investors, LLC ("KKR-AKI"), (viii) the Reporting Person, (ix) Ashigrace, (x) Trust A, (xi) Trust B, (xii) Trust C, (xiii) Trust D, (xiv) The Ruma Sharma Trust (together with the Reporting Person, Ashigrace, Trust A, Trust B, Trust C and Trust D, the "Sharma Investors" and collectively together with the AKKR Funds and KKR-AKI, the "Investor Parties"), each of the Investor Parties has agreed to certain arrangements, as described under Section 2(a) and Section 2(d) of the Agreement, including to vote all of the shares of Class A common stock and Class B common stock beneficially owned by such Investor Party, and to procure the vote of its affiliates, to cause the election of certain persons to the Issuer's board of directors.

As party to the Agreement, the Reporting Person may be deemed to be a part of a "group" pursuant to Rule 13d-3(a) with the AKKR Funds and KKR-AKI. Such "group" would be deemed to beneficially own 2,605,275 shares of Class A common stock and 80,352,787 shares of Class A common stock issuable upon conversion of outstanding shares of Class B common stock and shares of Class B common stock issuable upon exercise of outstanding options exercisable within 60 days of the date of this filing, for an aggregate of 82,958,062 shares of Class A common stock or 66.0% of the Issuer's outstanding Class A common stock calculated pursuant to Rule 13d-3(d). The number of shares of Class B common stock beneficially owned by such "group" also includes (i) 4,167,243 shares held by Thomas Barnds and 4,167,243 shares held by Robert Palumbo, a director of Paymentus Holdings, Inc., each of whom may be deemed to have shared voting and dispositive power over the shares held by the AKKR Funds, which are parties to the Agreement, (ii) 3,776,390 shares held by AKKR Strategic Capital LP ("SC") and (iii) 504,771 shares held by AKKR SC GPI HoldCo LP ("SC GPI"). Each of Robert Palumbo and Thomas Barnds may be deemed to have shared voting and dispositive power over the shares held by SC and SC GPI. The Reporting Person expressly disclaims membership in any such "group" and disclaims beneficial ownership of, and the responses to Items 5 through 9 of the cover page to this Schedule 13G do not reflect, any securities that the Reporting Person may be deemed to beneficially own solely by reason of the Agreement, which securities are separately reported on a Schedule 13G filed by the AKKR Funds.
</sharedPowerOrDirectToDispose>
        </numberOfSharesPersonHas>
      </item4>
      <item5>
        <notApplicableFlag>Y</notApplicableFlag>
      </item5>
      <item6>
        <notApplicableFlag>Y</notApplicableFlag>
      </item6>
      <item7>
        <notApplicableFlag>Y</notApplicableFlag>
      </item7>
      <item8>
        <notApplicableFlag>Y</notApplicableFlag>
      </item8>
      <item9>
        <notApplicableFlag>Y</notApplicableFlag>
      </item9>
      <item10>
        <notApplicableFlag>Y</notApplicableFlag>
      </item10>
    </items>
    <signatureInformation>
      <reportingPersonName>Dushyant Sharma</reportingPersonName>
      <signatureDetails>
        <signature>/s/ Dushyant Sharma</signature>
        <title>Individual</title>
        <date>08/13/2025</date>
      </signatureDetails>
    </signatureInformation>
  </formData>
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</SEC-DOCUMENT>
