UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2025

Enfusion, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40949		87-1268462
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

125 South Clark Street, Suite 750, Chicago, Illinois		60603
(Address of principal executive offices)		(Zip Code)

(312) 253-9800

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share⁽¹⁾	ENFN	New York Stock Exchange

(1)

The Class A Common Stock of Enfusion, Inc. ceased being traded prior to the opening of the market on April 21, 2025 and will no longer be listed on the New York Stock Exchange.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Introductory Note

As previously announced, on January 10, 2025, Enfusion, Inc. (“Enfusion”) entered into an Agreement and Plan of Merger with Clearwater Analytics Holdings, Inc. (“Clearwater”), Poseidon Acquirer, Inc., a wholly-owned subsidiary of Clearwater (“Acquirer”), Poseidon Merger Sub I, Inc., a wholly-owned subsidiary of Clearwater (“Merger Sub”), Poseidon Merger Sub II, LLC, an indirect subsidiary of Clearwater (“Merger Sub II”), and Enfusion Ltd. LLC, a subsidiary of Enfusion (“Enfusion OpCo”). Pursuant to the terms of the Merger Agreement, on April 21, 2025 (the “Closing Date”), (i) Merger Sub II merged with and into Enfusion OpCo (the “LLC Merger”), with Enfusion OpCo surviving the LLC Merger as an indirect subsidiary of Clearwater, (ii) Merger Sub merged with and into Enfusion (the “First Merger”), with Enfusion surviving the First Merger as a direct, wholly-owned subsidiary of Clearwater (the “Surviving Corporation”), and (iii) the Surviving Corporation merged with and into Acquirer (the “Second Merger” and, together with the First Merger, the “Corporate Mergers” and the Corporate Mergers, together with the LLC Merger, the “Mergers”), with Acquirer surviving the Second Merger as a direct, wholly-owned subsidiary of Clearwater. The Mergers were approved by a majority of the stockholders of Enfusion at a special meeting of Enfusion’s stockholders on April 17, 2025. The events described in this Current Report on Form 8-K took place in connection with the closing of the Mergers.

Item 1.02.

Termination of a Material Definitive Agreement.

Substantially concurrently with the closing of the Mergers, all loans and other obligations outstanding under the Credit Agreement, dated as of September 15, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time) (the “Credit Agreement”), by and among Enfusion, Enfusion OpCo, the guarantors party thereto, Bank of America, N.A. as administrative agent, swingline lender and L/C issuer and the lenders thereto, were repaid and the credit facilities thereunder were terminated.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note, which is incorporated into this Item 2.01 by reference, on April 21, 2025, Enfusion and Clearwater completed the transactions contemplated by the Merger Agreement. Pursuant to the terms of the Merger Agreement, (i) at the effective time of the First Merger (the “Effective Time”), among other things, each (x) share of Class A common stock of Enfusion, par value $0.001 per share, that was issued and outstanding immediately prior to the Effective Time (other than shares owned by Enfusion, Clearwater or any of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties) (“Enfusion Common Stock”) and (y) restricted stock unit of Enfusion that was vested as of immediately prior to the Effective Time or that vested in accordance with its terms as a result of the consummation of the Mergers (“Enfusion Vested RSUs”) and (ii) at the effective time of the LLC Merger (the “LLC Merger Effective Time”), each unit of common limited liability company membership interest (other than units owned by Enfusion, Clearwater or any of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties) in Enfusion OpCo outstanding as of immediately prior to the LLC Merger Effective Time (“Enfusion Common Units” and together with Enfusion Common Stock and Enfusion Vested RSUs, each, an “Eligible Share”) was automatically cancelled and ceased to exist and was converted into the right, at the election of the holder of such Eligible Share, to elect to receive (together, the “Merger Consideration”), subject to proration according to the terms of the Merger Agreement, either:

(1)

(i) cash in an amount equal to $5.85 and (ii) a number of shares of Class A common stock of Clearwater, par value $0.001 per share (the “Clearwater Common Stock”) equal to the Per Share Parent Stock Amount (as defined herein) (the “Per Share Mixed Consideration”);

(2)

a number of shares of Clearwater Common Stock equal to the Exchange Ratio (as defined herein) (the “Per Share Stock Consideration”); or

(3)

cash in an amount equal to the Aggregate Consideration Per Share (as defined herein) (the “Per Share Cash Consideration”); and

in each case, cash in lieu of fractional shares of Clearwater Common Stock that such holder of Eligible Share would otherwise be entitled to receive.

Pursuant to the terms of the Merger Agreement: (1) the “Per Share Parent Stock Amount” was to be determined by dividing $5.40 by the volume-weighted average price (such price, the “Final Parent Stock Price”) of one share of Clearwater Common Stock for the ten-trading day period ending on (and including) the second to last trading day prior to (but not including) the closing date of the Mergers (the “Closing Date”); provided that (x) if the Final Parent Stock Price was less than or equal to $25.0133, then the Per Share Parent Stock Amount would be deemed to be 0.2159 and (y) if the Final Parent Stock Price was greater than or equal to $30.5718, then the Per Share Parent Stock Amount would be deemed to be 0.1766; (2) the “Aggregate Consideration Per Share” was to be determined by dividing the Aggregate Consideration (as defined herein) by the total number of Eligible Shares; (3) the “Aggregate Consideration” was to be determined as the sum of (i) a number of shares of Clearwater Common Stock equal to the product of (x) the Per Share Parent Stock Amount multiplied by (y) the total number of Eligible Shares multiplied by (z) the Final Parent Stock Price and (ii) the product of $5.85 multiplied by the total number of Eligible Shares; and (4) the “Exchange Ratio” was to be determined by dividing the Aggregate Consideration Per Share by the Final Parent Stock Price.

There were 129,995,464 Eligible Shares as of the Closing Date. As the Final Parent Stock Price as of April 16, 2025, the second to last trading day prior to the Closing Date, was $23.2440, which was less than $25.0133, (w) the Per Share Parent Stock Amount was deemed to be 0.2159, (x) the Aggregate Consideration was equal to $1,412,840,049.03, (y) the Aggregate Consideration Per Share was equal to $10.87 and (z) the Exchange Ratio was 0.4676. As the Per Share Cash Consideration option was oversubscribed, such election is subject to proration pursuant to the terms of the Merger Agreement so that the total number of Eligible Shares entitled to receive cash consideration is equal to approximately 52% of the aggregate number of Eligible Shares and the total number of Eligible Shares entitled to receive stock consideration is equal to approximately 48% of the aggregate number of Eligible Shares. Based on the foregoing and subject to proration in accordance with the terms of the Merger Agreement,

(1)

stockholders of Enfusion who made a valid election by 5:00 p.m. Eastern Time on April 16, 2025 (the “Election Deadline”) to receive the Per Share Mixed Consideration have the right to receive (i) cash in an amount equal to $5.85 and (ii) 0.2159 shares of Clearwater Common Stock;

(2)

stockholders of Enfusion who made a valid election by the Election Deadline to receive the Per Share Stock Consideration have the right to receive 0.4676 shares of Clearwater Common Stock;

(3)

stockholders of Enfusion who made a valid election by the Election Deadline to receive the Per Share Cash Consideration have the right to receive $10.87 for each Eligible Share in accordance with the proration mechanics described above; and

(4)

stockholders of Enfusion who did not make a valid election or did not deliver a valid election form prior to the Election Deadline have the right to receive 0.4676 shares of Clearwater Common Stock;

provided that, stockholders of Enfusion will receive cash in lieu of any fractional shares of Clearwater Common Stock that such holder would otherwise be entitled to receive for an Eligible Share.

Also at the Effective Time, outstanding Enfusion equity-based awards under the Enfusion 2021 Stock Options and Incentive Plan (the “Enfusion Stock Plan”) were treated as follows.

Treatment of Stock Options

Each option to purchase shares of Enfusion Common Stock (“Enfusion Stock Option”) granted under the Enfusion Stock Plan, with a per share exercise price that was less than the Per Share Cash Consideration (an “In-the-Money Enfusion Option”), whether vested or unvested, that was outstanding and unexercised was cancelled immediately prior to the Effective Time in exchange for the right of the holder to receive an amount in cash equal to the product of (i) the number of shares of Enfusion Common Stock subject to such In-the-Money Enfusion Option immediately prior to the Effective Time, multiplied by (ii) the excess of the Per Share Cash Consideration over the exercise price of such In-the-Money Enfusion Option, less applicable tax withholding. Each Enfusion Stock Option with a per share exercise price that was equal to or greater than the Per Share Cash Consideration that was outstanding and unexercised was cancelled immediately prior to the Effective Time for no consideration.

Treatment of Restricted Stock Units

Each Enfusion Vested RSU was cancelled at the Effective Time in exchange for the right of the holder to receive the per share Merger Consideration in respect of each share of Enfusion Common Stock subject to such Enfusion Vested RSU immediately prior to the Effective Time, less applicable tax withholding, in the form determined at the election of the holder in accordance with the election procedures described above.

Each Enfusion RSU that was outstanding and unvested as of immediately prior to the Effective Time (and that did not vest in accordance with its terms as a result of the consummation of the Mergers) (an “Enfusion Unvested RSU”) was assumed by Clearwater and converted at the Effective Time into a Clearwater restricted stock award (an “Assumed RSU”), subject to the same terms and conditions as applied to the Enfusion Unvested RSU immediately prior to the Effective Time. The number of shares of Clearwater Common Stock subject to each Assumed RSU was equal to the product (rounded up to the nearest whole share) of (i) the number of shares of Enfusion Common Stock subject to the corresponding Enfusion Unvested RSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

Treatment of Performance Stock Units

Each Enfusion restricted stock unit that vests in whole or in part based on performance-based vesting conditions (an “Enfusion PSU”) that was outstanding as of immediately prior to the Effective Time and vested as a result of the consummation of the Mergers was cancelled and converted at the Effective Time into the right of the holder to receive the Per Share Mixed Consideration in respect of each share of Enfusion Common Stock subject to such vested Enfusion PSU (with the applicable performance conditions deemed achieved or not achieved based on the terms of the applicable award agreement), less applicable tax withholding. Each Enfusion PSU that did not vest at the Effective Time was cancelled as of the Effective Time for no consideration.

The issuance of Clearwater Common Stock in connection with the Mergers was registered under the Securities Act of 1933, as amended, pursuant to Clearwater’s registration statement on Form S-4 (File No. 333-284816) (the “Registration Statement”), declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 12, 2025. The joint proxy statement/prospectus, dated March 20, 2025, included in the Registration Statement contains additional information about the Mergers (the “Joint Proxy Statement/Prospectus”).

The foregoing description of the Mergers is not complete and is qualified in its entirety by reference to the copy of the Merger Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note is incorporated into this Item 3.01 by reference.

In connection with the consummation of the transactions contemplated by the Merger Agreement, Enfusion notified representatives of the New York Stock Exchange (“NYSE”) that such transactions had been completed and requested that the NYSE delist the Enfusion Common Stock. As a result, trading of Enfusion Common Stock, which traded under the ticker symbol “ENFN” on the NYSE, was suspended prior to opening of trading on April 21, 2025. Enfusion requested that the NYSE file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 in order to effect the delisting of the Enfusion Common Stock from the NYSE and deregistration of such shares under Section 12(b) of the Exchange Act. Enfusion intends to file with the SEC a Form 15 under the Exchange Act requesting deregistration of the Enfusion Common Stock under Section 12(g) of the Exchange Act and suspension of Enfusion’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01, 3.01, 5.01 and 5.03 is incorporated into this Item 3.03 by reference.

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and Items 2.01 and 5.02 is incorporated into this Item 5.01 by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in Item 2.01 is incorporated into this Item 5.02 by reference.

Pursuant to the Merger Agreement, at the Effective Time, each of the members of the Enfusion Board of Directors as of immediately prior to the Effective Time ceased his or her respective service as a director of Enfusion.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in Item 2.01 is incorporated into this Item 5.03 by reference.

Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation and bylaws of Enfusion as in effect immediately prior to the Effective Time were respectively amended and restated to read in their entirety as set forth in Exhibits 3.1 and 3.2, which are incorporated into this Item 5.03 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated as of January 10, 2025, by and among Enfusion, Inc., Enfusion Ltd. LLC, Clearwater Analytics Holdings, Inc., Poseidon Acquirer, Inc., Poseidon Merger Sub I, Inc. and Poseidon Merger Sub II, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Enfusion with the SEC on January 13, 2025).
3.1		Second Amended and Restated Certificate of Incorporation of Enfusion, Inc.
3.2		Second Amended and Restated Bylaws of Enfusion, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Enfusion hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 21, 2025	ENFUSION, INC.

	By:	/s/ Alphonse Valbrune
	Name:	Alphonse Valbrune
	Title:	Secretary

Enfusion, Inc. 8-K