United States securities and exchange commission logo
October 14, 2021
Thomas Kim
Chief Executive Officer
Enfusion, Inc.
125 South Clark Street, Suite 750
Chicago, IL 60603
Re: Enfusion, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed October 12,
2021
File No. 333-259635
Dear Mr. Kim:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1 filed October 12,
2021
Risk Factors
Our obligations to issue Class A common stock to former holders of Award
Units under our
former Change in Control Plan could expose us..., page 33
1. You state that the
$248.5 million of share-based compensation, which will be recorded
upon effectiveness of
this offering for certain Change in Control Bonus Plan (CiC) units
and the termination of
your profit sharing agreement with a non-executive employee, was
based on the midpoint
of the assumed IPO price of $16.00. Please revise here, and
elsewhere where you
discuss such compensation expense, to clarify that you applied a
discount for lack of
marketability to determine the fair value of such awards due to current
restrictions on such
vested awards.
Thomas Kim
Enfusion, Inc.
October 14, 2021
Page 2
2. Also, revise your risk factor disclosures to include a discussion of
the additional
compensation expense that will be recorded in future periods related
to the contingently
issuable shares in the CiC Bonus Plan and the IPO Equity RSU Grants.
Risks Related to our Organizational Structure, page 45
3. Please revise here to include a quantified discussion of the potential
liability that may be
incurred under your Tax Receivable Agreement assuming all Pre-IPO
Common
Unitholders were to exchange or sell their Common Units at the current
price of $16.00
per share. Similar revisions should be made to the liquidity and
capital resources
discussion.
Capitalization, page 56
4. Please revise the pro forma column to reflect the actual pro forma
amounts after the
Reorganization Transaction similar to the As Adjusted Before
Offering column on page
61 rather than providing the pro forma adjustments here. In this
regard, you can refer to
the detailed pro forma adjustments in the unaudited pro forma
consolidated financial
information presented elsewhere in the filing. Similar revisions
should be made to the pro
forma Consolidated Balance Sheet Data on page 15 and footnote (1) to
such table to
explain that pro forma amounts include the $248.5 million of
stock-based compensation
expense related to the CiC Bonus Plan awards and the termination of
the profit sharing
agreement.
5. Please tell us how you determined the number of Class A and Class B
common
shares issued and outstanding, pro forma. In this regard, it is
unclear why the number of
shares issued and outstanding are the same on a pro forma and pro
forma as adjusted basis
considering the pro forma information does not reflect the 15,322,660
offering shares.
Notes to Unaudited Pro Forma Consolidated Financial Information
Note 2. Reorganization and Offering Adjustment to Unaudited Pro Forma
Consolidated Balance
Sheet, page 64
6. While we note that you intend to include a portion of the offering
proceeds to repay $100
million of outstanding debt, we also note from your revised
disclosures on page 82 that
prior to effectiveness of this offering, you intend to enter into an
amended and restated
credit agreement for a similar amount of debt. Please tell us your
consideration to include
a pro forma adjustment for the issuance of such debt or at a minimum,
revise to include a
discussion of such debt in the pro forma footnotes.
7. Please revise footnote (3) to disclose the number of shares and related
valuations for each
FirstName LastNameThomas Kim
of the CiC vested awards, the contingently issuable shares and the
Profit Sharing
Comapany NameEnfusion,
Termination Shares. Inc.
Also, clarify that they $248.5 million pro forma
equity adjustment
Octoberdoes
14, not relate
2021 Pageto2the contingently issuable shares.
FirstName LastName
Thomas Kim
FirstName LastNameThomas Kim
Enfusion, Inc.
Comapany
October 14,NameEnfusion,
2021 Inc.
October
Page 3 14, 2021 Page 3
FirstName LastName
Executive Compensation
IPO Equity Grants, page 107
8. Please revise to include a discussion of the vesting terms for the
restricted stock units that
will be issued in connection with this offering and specify the terms
for awards granted to
the executive officers.
Exhibits
9. You disclose that you entered into an agreement with a non-executive
employee to issue
2,047,064 shares of Class A common stock to such employee between the
first and second
anniversaries of the effectiveness of the registration statement.
Please file this agreement
or tell us why this not required. See Item 601(b)(10)(iii)(B) of
Regulation S-K.
You may contact David Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Mitchell
Austin, Staff
Attorney, at (202) 551-3574 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Gregg L. Katz, Esq.