S-8

As filed with the Securities and Exchange Commission on March 10, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

ENFUSION, INC.

(Exact name of registrant as specified in its charter)

Delaware	87-1268462
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

125 South Clark Street, Suite 750

Chicago, IL 60603

(Address of Principal Executive Offices)

2021 Stock Option and Incentive Plan

2021 Employee Stock Purchase Plan

(Full Title of the Plans)

Oleg Movchan

Chief Executive Officer

125 South Clark Street, Suite 750

Chicago, IL 60603

(312) 253-9800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gregg L. Katz, Esq.
Jesse Nevarez, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000 Matthew R. Campobasso, Esq.
General Counsel
Enfusion, Inc.
125 South Clark Street, Suite 750
Chicago, IL 60603
(312) 253-9800

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 registers 4,562,338 additional shares of Class A Common Stock under the following employee benefits plans for which a Registration Statement on Form S-8 was previously filed by the Registrant with the Securities and Exchange Commission: (i) the 2021 Stock Option and Incentive Plan (the “2021 Plan”), as a result of the operation of an automatic annual increase provision therein, which added an aggregate of 3,421,754 shares of Class A Common Stock on January 1, 2023, and (ii) the 2021 Employee Stock Purchase Plan (the “ESPP”), as a result of the operation of an automatic annual increase provision therein, which added an aggregate of 1,140,584 shares of Class A Common Stock on January 1, 2023. The additional shares are of the same class as other securities relating to the 2021 Plan and the ESPP for which the Registrant’s registration statements filed on Form S-8 on October 20, 2021 (File No. 333-260398) and March 30, 2022 (File No. 333-263969) are effective. The information contained in the Registrant’s registration statements filed on Form S-8 on October 20, 2021 (File No. 333-260398) and March 30, 2022 (File No. 333-263969) are hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Quarterly Report on Form 10-Q (File No. 001-40949) filed with the Securities and Exchange Commission on December 3, 2021).
4.2	Amended and Restated Bylaws (incorporated by reference to the Quarterly Report on Form 10-Q (File No. 001-40949) filed with the Securities and Exchange Commission on December 3, 2021).
4.3	Form of Class A Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 filed with the Registration Statement on Form S-1 (File No. 333-259635) filed with the Securities and Exchange Commission on October 12, 2021).
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page).
99.1	2021 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.4 filed with the Registration Statement on Form S-1 (File No. 333-259635) filed with the Securities and Exchange Commission on October 12, 2021).
99.2	2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 filed with the Registration Statement on Form S-1 (File No. 333-259635) filed with the Securities and Exchange Commission on October 12, 2021).
107*	Filing Fee Table.

*            Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois, on March 10, 2023.

	ENFUSION, INC.
By:	/s/ Oleg Movchan
	Oleg Movchan
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Oleg Movchan and Bradley Herring, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Enfusion, Inc., and any or all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Oleg Movchan	Chief Executive Officer and Director	March 10, 2023
Oleg Movchan	(Principal Executive Officer)
/s/ Bradley Herring	Chief Financial Officer	March 10, 2023
Bradley Herring	(Principal Financial and Accounting Officer)
/s/ Michael Spellacy	Chair and Director	March 10, 2023
Michael Spellacy
/s/ Bradford E. Bernstein	Director	March 10, 2023
Bradford E. Bernstein
/s/ Kathleen Traynor DeRose	Director	March 10, 2023
Kathleen Traynor DeRose
/s/ Jan R. Hauser	Director	March 10, 2023
Jan R. Hauser
/s/ Lawrence Leibowitz	Director	March 10, 2023
Lawrence Leibowitz
/s/ Roy Luo	Director	March 10, 2023
Roy Luo
/s/ Deirdre Somers	Director	March 10, 2023
Deirdre Somers

EX-5.1

Exhibit 5.1

 

March 10, 2023

Enfusion, Inc.

125 South Clark Street, Suite 750

Chicago, IL 60603

Re:         Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 4,562,338 shares (the “Class A Shares”) of Class A Common Stock, $0.001 par value per share (“Class A Common Stock”) of Enfusion, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Class A Common Stock available for issuance by the Company to be less than the number of then unissued Class A Shares.

Based on the foregoing, we are of the opinion that the Class A Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan of Enfusion Inc. of our report dated March 10, 2023, with respect to the consolidated financial statements of Enfusion Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois

March 10, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Enfusion, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

CALCULATION OF REGISTRATION FEE

Security Type	Security Class Title	Fee Calculation Rule	Amount to be Registered(1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Common Stock, $0.001 par value per share	457(c) and (h)	3,421,754 shares (2)	$9.98 (3)	$34,149,104.92	$0.00011020	$3,763.24
Equity	Class A Common Stock, $0.001 par value per share	457(c) and (h)	1,140,584 shares (4)	$8.48 (5)	$9,672,152.32	$0.00011020	$1,065.88
Total Offering Amounts					$43,821,257.24		$4,829.12
Total Fee Offsets							-
Net Fee Due							$4,829.12

(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A Common Stock, $0.001 par value per share (the “Class A Common Stock”) of Enfusion, Inc. (the “Registrant”) which become issuable under the Registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Class A Common Stock.
(2)	Represents an automatic increase to the number of shares available for issuance under the 2021 Plan, in accordance with the automatic annual increase provision of the 2021 Plan, effective as of January 1, 2023. Shares available for issuance under the 2021 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on October 20, 2021 (File No. 333-260398) and March 30, 2022 (File No. 333-263969).
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on $9.98, the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 6, 2023.
(4)	Represents an automatic increase to the number of shares available for issuance under the 2021 ESPP, in accordance with the automatic annual increase provision of the 2021 ESPP, effective as of January 1, 2023. Shares available for issuance under the 2021 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on October 20, 2021 (File No. 333-260398) and March 30, 2022 (File No. 333-263969).
(5)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on 85% of $9.98, the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 6, 2023. Pursuant to the 2021 ESPP, the purchase price of the shares of Class A Common Stock reserved for issuance thereunder will be 85% of the lower of the fair market value of a share of Class A Common Stock on the first trading day of the offering period or on the exercise date.