As filed with the Securities and Exchange Commission on March 30, 2022
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 | (I.R.S. Employer |
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)
Thomas Kim
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. | Blake Nielsen, Esq. |
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 | ☐ |
| | | |
Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
| | | |
|
| Emerging growth company | ☒ |
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 4,522,169 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 3,391,627 shares of Class A Common Stock on January 1, 2022, 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 1,130,542 shares of Class A Common Stock on January 1, 2022. 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 statement filed on Form S-8 on October 20, 2021 (File No. 333-260398) is effective. The information contained in the Registrant’s registration statement filed on Form S-8 on October 20, 2021 (File No. 333-260398) is 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 |
| Description |
4.1 | | |
| | |
4.2 | | |
| | |
4.3 | | |
| | |
5.1* | | |
| | |
23.1* | | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
| | |
23.2* | | |
| | |
24.1* | | |
| | |
99.1 | | |
| | |
99.2 | | |
| | |
107* | |
*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 30, 2022.
| | ENFUSION, INC. |
| | |
| By: | /s/ Thomas Kim |
| | Thomas Kim |
| | Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas Kim and Stephen P. Dorton, 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/ Thomas Kim | | Chief Executive Officer and Director | | March 30, 2022 |
Thomas Kim | | (Principal Executive Officer) | | |
| | | | |
/s/ Stephen P. Dorton | | Chief Financial Officer | | March 30, 2022 |
Stephen P. Dorton | | (Principal Financial and Accounting Officer) | | |
| | | | |
/s/ Lawrence Leibowitz | | Director | | March 30, 2022 |
Lawrence Leibowitz | | | | |
| | | | |
/s/ Oleg Movchan | | Director | | March 30, 2022 |
Oleg Movchan | | | | |
| | | | |
/s/ Roy Luo | | Director | | March 30, 2022 |
Roy Luo | | | | |
| | | | |
/s/ Bradford E. Bernstein | | Director | | March 30, 2022 |
Bradford E. Bernstein | | | | |
| | | | |
/s/ Jan R. Hauser | | Director | | March 30, 2022 |
Jan R. Hauser | | | | |
| | | | |
/s/ Kathleen Traynor DeRose | | Director | | March 30, 2022 |
Kathleen Traynor DeRose | | | | |
Exhibit 5.1
March 30, 2022
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 4,522,169 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.
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 |
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 30, 2022, with respect to the consolidated financial statements of Enfusion, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
March 30, 2022
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 | Amount |
| Proposed |
| Proposed |
| Fee Rate |
| Amount of | |||
Equity | Class A Common Stock, $0.001 par value per share |
| | 3,391,627 shares(2) |
| $12.66(3) |
| $42,937,997.82 | | $0.0000927 |
| $3,980.36 | |||
Equity | Class A Common Stock, $0.001 par value per share |
| | 1,130,542 shares(4) |
| $10.76(5) |
| $12,164,631.92 | | $0.0000927 |
| $1,127.67 | |||
Total Offering Amounts | | | | $55,102,629.74 | | |
| $5,108.03 | |||||||
Total Fee Offsets | | | | | | | | — | |||||||
Net Fee Due | | | | | | | | $5,108.03 |
(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, 2022. Shares available for issuance under the 2021 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 20, 2021 (File No. 333-260398). |
(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 $12.66, 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 25, 2022. |
(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, 2022. Shares available for issuance under the 2021 ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 20, 2021 (File No. 333-260398). |
(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 $12.66, 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 25, 2022. 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. |