UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
(Amendment No. )*
Enfusion, Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
292812104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
| * | 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. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No. 292812104
| 1 |
NAME OF REPORTING PERSONS
LRA Ventures, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
11,870,386 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
11,870,386 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,870,386 (1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.33% (2) |
| 12 |
TYPE OF REPORTING PERSON
OO |
| (1) | Represents 11,870,386 shares of Class A common stock that LRA Ventures, LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC. |
| (2) | This percentage is based on 77,453,674 shares of Class A Common Stock outstanding, which is the sum of (i) 65,583,288 shares of Class A Common Stock outstanding as of closing of the Issuer’s initial public offering on October 25, 2021, as reported in the Issuer’s Prospectus dated October 20, 2021, and (ii) the 11,870,386 shares of Class A Common Stock that LRA Ventures, LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Exchange Act. |
| 1 |
NAME OF REPORTING PERSONS
Tarek Hammoud |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
11,870,386 (1) |
| 6 |
SHARED VOTING POWER
0 | |
| 7 |
SOLE DISPOSITIVE POWER
11,870,386 (1) | |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,870,386 (1) |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
15.33% (2) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents 11,870,386 shares of Class A common stock that LRA Ventures, LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC. |
| (2) | This percentage is based on 77,453,674 shares of Class A Common Stock outstanding, which is the sum of (i) 65,583,288 shares of Class A Common Stock outstanding as of closing of the Issuer’s initial public offering on October 25, 2021, as reported in the Issuer’s Prospectus dated October 20, 2021, and (ii) the 11,870,386 shares of Class A Common Stock that LRA Ventures, LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Exchange Act. |
Item 1
| (a) | Name of Issuer: |
Enfusion, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
125 South Clark Street, Suite 750, Chicago, Illinois 60603
Item 2
| (a) | Name of Person Filing: |
This statement is filed by LRA Ventures, LLC and Tarek Hammoud (together, the “Reporting Persons”). Mr. Hammoud is the sole manager of LRA Ventures, LLC and may be deemed the beneficial owner of the shares held by LRA Ventures, LLC.
| (b) | Address of Principal Business Office or, if None, Residence: |
The principal business office address of the Reporting Persons is 300 Collins Ave., Unit 4C, Miami Beach, FL 33139.
| (c) | Citizenship: |
LRA Ventures, LLC is a Florida limited liability company and Tarek Hammoud is a citizen of the United States of America.
| (d) | Title of Class of Securities: |
Class A common stock, par value $0.001 per share
| (e) | CUSIP Number: |
292812104
| Item 3 | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| (k) | ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| Item 4 | Ownership. |
| I. | LRA Ventures, LLC | |
| (a) Amount beneficially owned: 11,870,386 (1) | ||
| (b) Percent of class: 15.33% (2) | ||
| (c) Number of shares as to which such person has: | ||
| (i) | Sole power to vote or direct the vote: 11,870,386 (1) | ||
| (ii) | Shared power to vote or direct the vote: 0 | ||
| (iii) | Sole power to dispose or direct the disposition: 11,870,386 (1) | ||
| (iv) | Shared power to dispose or direct the disposition: 0 |
| II. | Tarek Hammoud | |
| (a) Amount beneficially owned: 11,870,386 (1) | ||
| (b) Percent of class: 15.33% (2) | ||
| (c) Number of shares as to which such person has: | ||
| (i) | Sole power to vote or direct the vote: 11,870,386 (1) | ||
| (ii) | Shared power to vote or direct the vote: 0 | ||
| (iii) | Sole power to dispose or direct the disposition: 11,870,386 (1) | ||
| (iv) | Shared power to dispose or direct the disposition: 0 |
| (1) | Represents 11,870,386 shares of Class A common stock that LRA Ventures, LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC. |
| (2) | This percentage is based on 77,453,674 shares of Class A Common Stock outstanding, which is the sum of (i) 65,583,288 shares of Class A Common Stock outstanding as of closing of the Issuer’s initial public offering on October 25, 2021, as reported in the Issuer’s Prospectus dated October 20, 2021, and (ii) the 11,870,386 shares of Class A Common Stock that LRA Ventures, LLC has the right to acquire upon the exchange of common units of Enfusion Ltd. LLC, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the Exchange Act. |
| Item 5 | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6 | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| Item 8 | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9 | Notice of Dissolution of Group. |
Not applicable.
| Item 10 | Certification. |
Not applicable.
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.
Date: February 18, 2022
| LRA Ventures, LLC | ||
| By: | /s/ Tarek Hammoud | |
| Name: Tarek Hammoud | ||
| Title: Sole Manager | ||
| By: | /s/ Tarek Hammoud | |
| Tarek Hammoud | ||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 24 | Power of Attorney | |
| 99.1 | Joint Filing Agreement, dated as of February 18, 2022. |
Exhibit 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as the sole manager of LRA Ventures, LLC, hereby constitutes and appoints each of Thomas Kim, Stephen P. Dorton, and Blake Nielsen, signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of Enfusion, Inc., a Delaware corporation (the “Company”), from time to time the following U.S. Securities and Exchange Commission (“SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as a stockholder of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of February 14, 2022.
| By: | /s/ Tarek Hammoud | |
| Name: Tarek Hammoud | ||
| Title: Sole Manager | ||
EXHIBIT 99.1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
EXECUTED as of this 18th day of February, 2022.
| LRA Ventures, LLC | ||
| By: | /s/ Tarek Hammoud | |
| Name: Tarek Hammoud | ||
| Title: Sole Manager | ||
| By: | /s/ Tarek Hammoud | |
| Tarek Hammoud | ||