SEC Form SC 13D filed by Enfusion Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. )*

Enfusion, Inc.
(Name of Issuer)

Class A common stock, par value $0.01 per share
(Title of Class of Securities)

292812104
(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 15, 2023
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.

1     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.

(1) Calculated based on 75,087,434 shares of Class A Common Stock (“Class A Shares”) issued and outstanding as of May 7, 2023 as reported in the Issuer’s Current Report on Form 10-Q filed with the SEC on May 9, 2023, as increased by 1,200,000 shares issued in the Private Placement (defined below) and the approximately 1,600,000 shares issued in connection with the Issuer’s June Deferred Share Issuance, as defined and disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on June 16, 2023.

(1) Calculated based on 75,087,434 Class A Shares issued and outstanding as of May 7, 2023 as reported in the Issuer’s Current Report on Form 10-Q filed with the SEC on May 9, 2023, as increased by 1,200,000 shares issued in the Private Placement (defined below) and the approximately 1,600,000 shares issued in connection with the Issuer’s June Deferred Share Issuance, as defined and disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on June 16, 2023.

(1) Calculated based on 75,087,434 Class A Shares issued and outstanding as of May 7, 2023 as reported in the Issuer’s Current Report on Form 10-Q filed with the SEC on May 9, 2023, as increased by 1,200,000 shares issued in the Private Placement (defined below) and the approximately 1,600,000 shares issued in connection with the Issuer’s June Deferred Share Issuance, as defined and disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on June 16, 2023.

(1) Comprised of 31,297,606 Class A Shares directly held by FTV IV, L.P. and 1,142,857 Class A Shares directly held by FTV Investment Holdings, L.P.

(2) Calculated based on 75,087,434 Class A Shares issued and outstanding as of May 7, 2023 as reported in the Issuer’s Current Report on Form 10-Q filed with the SEC on May 9, 2023, as increased by 1,200,000 shares issued in the Private Placement (defined below) and the approximately 1,600,000 shares issued in connection with the Issuer’s June Deferred Share Issuance, as defined and disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on June 16, 2023.

Item 1.            Security and Issuer

This Schedule 13D relates to the shares of Class A common stock, par value $0.01 per share (“Class A Shares”), of Enfusion, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 125 South Clark Street, Suite 750, Chicago, IL 60603.

The responses to Item 4 and Item 6 of this Statement are incorporated herein by reference.

Item 4.            Purpose of Transaction.

On June 15, 2023, Holdings acquired 1,142,857 Class A Shares from the Issuer pursuant to a private placement by the Issuer of 1,200,000 Class A Shares at a per share purchase price of $8.1195 (the “Private Placement”) pursuant to a Securities Purchase Agreement between the Issuer and the purchasers thereunder and dated June 15, 2023 (the “Purchase Agreement”). The source of funds for such purchase by Holdings was working capital.

The Reporting Persons acquired the securities reported herein for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Class A Shares, conditions in the securities markets, various laws and regulations applicable to the Issuer and companies in its industry and the Reporting Persons’ ownership in the Issuer, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Class A Shares or other securities of the Issuer (including any combination or derivative thereof), dispose, or cause affiliates to dispose, of some or all of their Class A Shares or other securities of the Issuer or continue to hold, or cause affiliates to hold, Class A Shares or other securities of the Issuer (or any combination or derivative thereof).

In addition, without limitation, the Reporting Persons have and intend to continue to engage from time to time in discussions with management or the board of directors of the Issuer about its business, operations, strategy, plans and prospects. In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors of the Issuer, stockholders or other security holders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including, but not limited to, a merger, reorganization or liquidation), a sale or transfer of a material amount of assets, a change in the board of directors or management, a material change in the capitalization or dividend policies, other material changes in the Issuer’s business or corporate structure, changes in the Issuer’s charter, bylaws or other actions that may impede the acquisition of control, de-listing or de-registration of the Issuer, or similar actions.

Except as set forth herein, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  Although the foregoing reflects activities presently contemplated by the Reporting Persons, the foregoing is subject to change at any time.

The responses to Item 4 and Item 6 of this Statement are incorporated herein by reference.

Registration Rights Agreement

Pursuant to the Purchase Agreement, on June 15, 2023, Holdings signed an Amendment and Joinder (the “Joinder”) to the Registration Rights Agreement dated as of October 20, 2021, as amended, modified and/or supplemented from time to time, by and among the Company and certain stockholders of the Company (the “Registration Rights Agreement”). Fund IV, as a holder of Class A Shares prior to the Issuer’s initial public offering, was a party to the Registration Rights Agreement on its effective date. The Registration Rights Agreement provides Fund IV with customary “demand” registrations and “piggyback” registration rights and also provides for payment by the Issuer of certain expenses relating to such registrations as well as an indemnification by the Issuer of Fund IV against (or an obligation of the Issuer to make contributions in respect of) certain liabilities which may arise under the Securities Act. The Amendment and Joinder joins Holdings to the Registration Rights Agreement and provides Holdings with customary “piggyback” registration rights and also provides for payment by the Issuer of certain expenses relating to such registration as well as an indemnification by the Issuer of Holdings against (or an obligation of the Issuer to make contributions in respect of) certain liabilities which may arise under the Securities Act.

Lock-up Letter Agreement

Pursuant to and in connection with the Purchase Agreement, Holdings signed a Letter Agreement with the Issuer dated June 15, 2023, pursuant to which Holdings agreed, for a period of 180 days after closing of the Private Placement, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Class A Shares beneficially owned or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Class A Shares, in each case, without the prior written consent of the Issuer.

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: June 23, 2023

Exhibit A

JOINT FILING AGREEMENT

The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Dated: June 23, 2023