United States securities and exchange commission logo





                             July 28, 2021

       Thomas Kim
       Chief Executive Officer
       Enfusion, Inc.
       125 South Clark Street, Suite 750
       Chicago, IL 60603

                                                        Re: Enfusion, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 1,
2021
                                                            CIK No. 0001868912

       Dear Mr. Kim:

              We have reviewed your draft 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 providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. 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 the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted July 1, 2021

       Cover Page

   1.                                                   We note that insiders
will continue to have substantial control over the company after this
                                                        offering. Please revise
here to disclose the voting power percentage of your directors,
                                                        executive officers and
greater than 5% stockholders.
   2.                                                   Please revise to
disclose the percentage of your voting power that will be controlled by
                                                        Class A and Class B
stockholders following the completion of this offering.
 Thomas Kim
FirstName  LastNameThomas Kim
Enfusion, Inc.
Comapany
July       NameEnfusion, Inc.
     28, 2021
July 28,
Page  2 2021 Page 2
FirstName LastName
Prospectus Summary
Our Company, page 2

3.       Please revise to disclose the actual numbers of clients for each
period presented. Similar
         revisions should be made elsewhere throughout the filing where you
discuss total clients.
         Also, you state here that you had 160 new clients during 2020;
however, based on
         information provided elsewhere, it appears that the client base
increased by 94 clients
         from December 31, 2019 to 2020. Please revise to disclose the clients
lost during the
         period to add context to the information presented or explain the
difference.
4.       Please revise to disclose the various measures provided throughout
your prospectus
         summary, such as dollar retention rate, gross profit margin, net
income margin, and
         adjusted EBITDA margin, for the comparable prior period.
Organizational Structure, page 7

5.       Please revise your post-offering organizational structure diagram,
both here and on page
         49, to disclose within the diagram, the percentage of voting and
economic rights for each
         of the Class A and Class B common shareholders in Enfusion, Inc. and
common unit
         holders in Enfusion Ltd. LLC. Please also revise to clarify, if true,
that the exchangeable
         units referenced in the diagram are the common units of Enfusion Ltd.
LLC.
The Offering, page 11

6.       You state that Enfusion, Inc. intends to use the proceeds from this
offering to acquire an
         equivalent number of newly-issued Common Units from Enfusion, Inc.
Please revise to
         clarify that you will acquire newly-issued Common Units from Enfusion
Ltd. LLC as you
         state elsewhere throughout the filing.
Summary Consolidated Financial and Other Data, page 14

7.       Please revise here to also disclose the most comparable GAAP measure
of net income
         margin with equal or greater prominence to your non-GAAP measure of
adjusted
         EBITDA margin. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of
         the non-GAAP C&DIs.
Risk Factors
Risks Related to Our Business and Industry, page 17

8.       We note that the interest rate for your term loan is tied to LIBOR. We
also note that any
         late payments under the Tax Receivable Agreement will accrue based on
LIBOR. Please
         include a risk factor regarding the potential impact to your liquidity
and results operations
         from the expected discontinuance of LIBOR, or explain.
 Thomas Kim
FirstName  LastNameThomas Kim
Enfusion, Inc.
Comapany
July       NameEnfusion, Inc.
     28, 2021
July 28,
Page  3 2021 Page 3
FirstName LastName
Organizational Structure, page 48

9.       Please revise to clarify, if true, that the "Exchangeable Units"
referenced in the diagram
         are the Common Units of Enfusion Ltd. LLC.
Unaudited Pro Forma Consolidated Financial Information, page 58

10.      We will review your pro forma financial information in detail once it
has been provided in
         its entirety. However, at a minimum, please revise to include a column
that reflects
         subtotals after the pro forma transaction adjustments and prior to any
pro forma offering
         adjustments. Refer to Article 11-02(b)(4)(i) of Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Metrics and Other Non-GAAP Financial Measures, page 69

11.      We note that your net dollar retention rate excludes involuntary
cancellations. Please tell
         us the net dollar retention rate for each period including both
voluntary and involuntary
         cancellations and your consideration to disclose such amounts
particularly considering the
         difference between your churn and adjusted churn rates.
12.      We note your adjustment to add back payments for management incentive
         awards, which appears to relate to repurchases of Award Units. Please
tell us how you
         considered Question 100.01 of the Non-GAAP C&DIs with regards to
whether such
         payments are normal, recurring cash operating expenses necessary to
operate your
         business.
Results of Operations
Years Ended December 31, 2020 and 2019, page 71

13.      You disclose that the increase in platform subscription revenues in
2020 was primarily
         driven by an increase in the number of total clients, as well as
increased revenues
         generated from existing clients. Please revise to quantify the
relative contribution of each
         of these factors. In addition, you should remove vague terms such as
"primarily" in favor
         of specific quantification. Refer to Item 303 of Regulation S-K and
Section III.D of SEC
         Release No. 33-6835.
14.      You refer to the increase in headcount as a contributor to the
increase in various expense
         line items. Please revise to disclose the specific changes in, and
additions to, headcount
         that contributed to the increase in each expense. In addition, revise
your risk factor
         disclosures on page 22 to disclose the total number of employees as of
December 31,
         2019.
 Thomas Kim
FirstName  LastNameThomas Kim
Enfusion, Inc.
Comapany
July       NameEnfusion, Inc.
     28, 2021
July 28,
Page  4 2021 Page 4
FirstName LastName
Description of Capital Stock
Choice of Forum, page 113

15.      Please ensure that your exclusive forum disclosure here is consistent
with your risk factor
         disclosure on page 42 and the provisions in your governing documents.
In this regard, we
         note that the risk factor states that these provisions will be located
in your amended and
         restated certificate of incorporation while disclosure here states
that the provisions will be
         in the bylaws. Additionally, in light of the federal exclusive forum
provision for
         Securities Act claims, please revise to state that investors cannot
waive compliance with
         the federal securities laws and the rules and regulations thereunder.
Notes to Consolidated Financial Statements
Note 2. Principals of Consolidation and Basis of Presentation
Segments, page F-11

16.      Please revise to disclose the amount of revenue from external
customers attributable to the
         United States. In this regard, it is unclear from your disclosures on
page F-14 if the
         "Americas" includes other countries in addition to your country of
domicile. Also,
         disclose the long-lived assets located in the United States and in all
foreign countries in
         total. If it is impracticable to provide this information, please
disclose as such. Refer to
         ASC 280-10-50-41.
Note 6. Debt, page F-17

17.      Please explain further your cross reference to Note 10 with regards to
your discussion of
         paying Member Distributions from the proceeds of your Term Loans or
revise your
         disclosures as necessary.
Note 10. Management Incentive Plans, page F-21

18.      Please address the following as it relates to the Change in Control
Bonus Plan and
         Management Incentive Awards:

                Revise to include a description of the plan including vesting
terms and maximum
              term, if any, and disclose the number of Award Units granted,
forfeited and
              repurchased during the year.

                Explain further why the company repurchased Award Units in
conjunction with the
              issuance of Series C-2 and Series D Preferred Units and clarify
how the repurchase
              price and related compensation expense was determined.

                Tell us whether the Reorganization or Offering Transaction will
qualify as a change
              in control liquidity event that will trigger the cash bonus
payment, and if so, revise to
              disclose the amount of expense that will be recorded upon
consummation of such
              Transactions and ensure you have included the necessary
adjustments in your pro
 Thomas Kim
Enfusion, Inc.
July 28, 2021
Page 5
           forma financial statements. Alternatively, revise to clarify what
will happen to these
           awards upon consummation of this offering.
Exhibits

19.   Please tell us whether you intend to file your credit agreement and all
amendments as
      exhibits.
General

20.   On page F-19, you disclose that you have an agreement with an employee
pursuant to
      which the employee will receive 2.0% of your net profits each year and is
entitled to
      receive a cash payment of 2.0% of your value in the event the company is
sold or the
      employee is involuntarily terminated Please revise to summarize the
material terms of
      this agreement, including the term of the agreement and how the company
is valued if the
      company is sold or the employee is involuntarily terminated.
Additionally, please tell us
      the name and position of the employee with whom you have this agreement,
and whether
      this employee is a related person under Item 404 of Regulation S-K.
Lastly, please
      consider including risk factor disclosure of this agreement if it poses
material risks to your
      or shareholders.
21.   Please provide us with supplemental copies of all written communications,
as defined in
      Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your
      behalf have presented or expect to present to potential investors in
reliance on Section
      5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of those
      communications.
        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,
FirstName LastNameThomas Kim
                                                             Division of
Corporation Finance
Comapany NameEnfusion, Inc.
                                                             Office of
Technology
July 28, 2021 Page 5
cc:       Gregg L. Katz, Esq.
FirstName LastName