Clearwater Analytics Holdings Inc-A美股招股说明书(2025-03-20版)

MERGER PROPOSED—YOUR VOTE IS IMPORTANT Dear Enfusion, Inc. Stockholder: On January10, 2025, Enfusion, Inc. (“Enfusion”), Clearwater Analytics Holdings, Inc. (“Clearwater”), Enfusion Ltd. LLC, a subsidiary ofEnfusion (“Enfusion OpCo”), Poseidon Acquirer, Inc., a wholly-owned subsidiary of Clearwater (“Acquirer”), Poseidon Merger Sub I, Inc., a wholly-owned subsidiary of Clearwater (“Merger Sub”), and Poseidon Merger Sub II, LLC, an indirect subsidiary of Clearwater (“Merger Sub II”), entered intoan Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement,(i)Merger Sub II will merge with and into Enfusion OpCo (the “LLC Merger”), with Enfusion OpCo surviving the LLC Merger as an indirectsubsidiary of Clearwater, (ii)Merger Sub will merge with and into Enfusion (the “Merger”), with Enfusion surviving the Merger as a direct, wholly-owned subsidiary of Clearwater (the “Surviving Corporation”), and (iii)subject to satisfaction of certain conditions in the Merger Agreement, theSurviving Corporation will merge with and into Acquirer (the “Second Merger” and, together with the Merger, the “Corporate Mergers” and theCorporate Mergers, together with the LLC Merger, the “Mergers”), with Acquirer surviving the Second Merger as a direct, wholly-owned subsidiary ofClearwater. If the Second Merger does not occur, references to the “Mergers” herein will mean the Merger and the LLC Merger. Upon the terms and subject to the conditions set forth in the Merger Agreement, (i)at the effective time of the Merger (the “Effective Time”), each(x)share of ClassA common stock of Enfusion, par value $0.001pershare, that is issued and outstanding immediately prior to the Effective Time (otherthan 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 is vested as of immediately prior to the Effective Time or that vests inaccordance with its terms as a result of the consummation of the Merger (“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 orany of their respective wholly-owned subsidiaries, in each case not held on behalf of third parties) in Enfusion OpCo outstanding as of immediatelyprior to the LLC Merger Effective Time (the “Enfusion Common Unit” and together with Enfusion Common Stock and Enfusion Vested RSUs, each, an“Eligible Share”) will be automatically cancelled and cease to exist and will be converted into the right, at the election of the holder of such EligibleShare, to elect to receive (together, the “Merger Consideration”), subject to proration according to the terms of the Merger Agreement to the extent anyelection is oversubscribed, either: (a)(i) cash in an amount equal to $5.85 and (ii)a number of shares of ClassA 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”);(b)a number of shares of Clearwater Common Stock equal to the Exchange Ratio (as defined herein) (the “Per Share Stock Consideration”);or(c)cash in an amount equal to the Aggregate Consideration Per Share (as defined herein) (the “Per Share Cash Consideration”); and Table of Contents The “Per Share Parent Stock Amount” will be determined by dividing $5.40 by the volume-weighted average price (such price, the “Final ParentStock Price”) of one share of Clearwater Common Stock for theten-tradingday 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”);providedthat (x)if the Final Parent Stock Price is less than or equal to$25.0133, then the Per Share Parent Stock Amount will be deemed to be 0.2159 and (y)if the Final Parent Stock Price is greater than or equal to$30.5718, then the Per Share Parent Stock Amount will be deemed to be 0.1766. The “Aggregate Consideration Per Share” will be determined bydividing the Aggregate Consideration by the total number of Eligible Shares. The “Aggregate Consideration” will be determined as the sum of (i)anumber of shares of Clearwater Common Stock equal to the product of (x)the Per Share Parent Stock Amount multiplied by (y)the total number ofEligible Shares multiplied by (z)the Final Parent Stock Price and (ii)the product of $5.85 multiplied by the total number of Eligible Shares. The“Exchange Ratio” will be determined by dividing the Aggregate Consideration Per Share by the Final Parent Stock Price. Accordingly, if the Final Parent Stock Price were between $25.0133 and $30.5718, the implied value of the Aggregate Consideration Per Sharewould be $11.25; if the Final Parent Stock Price were