CWAN Clearwater Analytics Holdings Inc

As filed with the Securities and Exchange Commission on February 10, 2025

No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Clearwater Analytics Holdings, Inc.

(Exact name of registrant as specified in its charter)

777 W. Main Street

Suite 900

Boise, ID

(208) 433-1200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Alphonse Valbrune

Chief Legal Officer

777 W. Main Street

Suite 900

Boise, ID 83702

(208) 433-1200

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

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and upon the satisfaction or waiver of all other conditions to the completion of the transactions described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.

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. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The “Per Share Parent Stock Amount” will 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 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 by dividing the Aggregate Consideration by the total number of Eligible Shares. The “Aggregate Consideration” will 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. 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 Share would be $11.25; if the Final Parent Stock Price were greater than $30.5718, the implied value of the Aggregate Consideration Per Share would be greater than $11.25; and if the Final Parent Stock Price were less than $25.0133, the implied value of the Aggregate Consideration Per Share would be less than $11.25. The Final Parent Stock Price and the actual value of the Per Share Mixed Consideration, the Per Share Stock Consideration and the Per Share Cash Consideration will depend on the trading price of Clearwater Common Stock, which is subject to fluctuation, including during the period until the Closing Date. Shares of Enfusion Common Stock are listed on the New York Stock Exchange under the symbol “ENFN.” Shares of Clearwater Common Stock are listed on the New York Stock Exchange under the symbol “CWAN.” We encourage you to obtain current market quotations for both Enfusion Common Stock and Clearwater Common Stock.

Additionally, at the Effective Time, each share of Class B common stock of Enfusion, par value $0.001 per share (“Enfusion Class B Common Stock” and holders of Enfusion Common Stock and Enfusion Class B Common Stock collectively, the “Enfusion Stockholders”), that is issued and outstanding immediately prior to the Effective Time will be automatically cancelled and cease to exist and no consideration will be delivered in exchange therefor.

Concurrently and in connection with the execution of the Merger Agreement, Clearwater entered into voting agreements (the “Voting Agreements”) with each of (i) FTV IV, L.P., (ii) FTV Investment Holdings, L.P., (iii) ISP V-B EF LP, (iv) ISP V Main Fund EF LLC, (vi) ICONIQ Strategic Partners V, L.P., (vii) ICONIQ Strategic Partners V-B, L.P., (viii) Oleg Movchan and (ix) CSL Tech Holdings, LLC (each, a “Significant Stockholder”). Subject to the terms and conditions of each of the Voting Agreements, each Significant Stockholder has agreed, among other things, to vote all of Enfusion Common Stock, Enfusion Class B Common Stock and Enfusion Common Units held by them (representing in the aggregate approximately 45% of the total voting power of Enfusion outstanding as of January 7, 2025) in favor of the adoption of the Merger Agreement.

Furthermore, concurrently and in connection with the execution of the Merger Agreement, Enfusion and certain members of Enfusion OpCo have entered into that certain Amendment No. 1 to the Tax Receivable Agreement (the “TRA Amendment”), pursuant to which such holder of Enfusion Common Units will receive Additional Unit Consideration (as defined in the TRA Amendment) in addition to the Merger Consideration.

The special committee (the “Special Committee”) of the board of directors of Enfusion (the “Enfusion Board”) unanimously (i) concluded that the terms and conditions of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, (ii) recommended that the Enfusion Board (a) adopt a resolution (x) adopting and approving (including for purposes of Section 203 of the DGCL), the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement and (y) declaring that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, and (b) recommended that the Enfusion Stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement,

including the Mergers, (iii) recommended that the Enfusion Board adopt a resolution recommending that the Enfusion Stockholders vote their shares in favor of adopting the Merger Agreement at a special meeting of the Enfusion Stockholders.

The Enfusion Board (acting on the unanimous recommendation of the Special Committee) unanimously (i) determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, (ii) adopted and approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, (iii) directed that the Merger Agreement be submitted to Enfusion Stockholders entitled to vote thereon for adoption thereby and (iv) resolved to recommend that such stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Mergers.

In connection with the proposed Mergers, Enfusion will hold a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, Enfusion Stockholders will be asked to vote on (i) a proposal to adopt the Merger Agreement (the “Merger Agreement Proposal”) and (ii) a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to permit solicitation of additional votes or proxies if there are not sufficient votes to approve the Merger Agreement Proposal (the “Adjournment Proposal”). Approval of the Merger Agreement Proposal requires the affirmative vote of the holders of a majority of Enfusion Common Stock and Enfusion Class B Common Stock outstanding entitled to vote thereon, and approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the votes cast affirmatively and negatively on the applicable proposal, assuming a quorum is present. The Special Meeting will be held virtually via live audio webcast at    , on      , 2025, at     Eastern Time. The board of directors of Enfusion unanimously recommends that stockholders of Enfusion vote (i) “FOR” the Merger Agreement Proposal and (ii) “FOR” the Adjournment Proposal.

Your vote is very important. The obligations of Enfusion and Clearwater to complete the Mergers are subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including approval of the Merger Agreement Proposal by the stockholders of Enfusion. We cannot complete the Mergers unless the stockholders of Enfusion vote to approve the Merger Agreement Proposal.

This Proxy Statement/Prospectus contains or references detailed information about Enfusion, Clearwater, the Special Meeting, the Merger, the Merger Agreement and the business to be considered by the stockholders of Enfusion at the Special Meeting. Please carefully read this entire Proxy Statement/Prospectus, including the section titled “Risk Factors” beginning on page 30 of this Proxy Statement/Prospectus for a discussion of the risks relating to the Merger. You also can obtain information about Enfusion from documents that it has filed with the Securities and Exchange Commission.

Sincerely,

Oleg Movchan

Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the Mergers or determined if this Proxy Statement/Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This Proxy Statement/Prospectus is dated      , 2025 and is first being mailed to stockholders of Enfusion on or about      , 2025.

ENFUSION, INC.

125 South Clark Street, Suite 750

Chicago, IL 60603

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON     , 2025

This is a notice that a special meeting of stockholders of Enfusion, Inc. (“Enfusion”) will be held on       , 2025, beginning at    a.m., Central time. The Special Meeting will be a completely virtual, live audio webcast meeting of stockholders and will be held for the following purposes:

The accompanying Proxy Statement/Prospectus describes the proposals listed above in more detail. Please refer to the accompanying Proxy Statement/Prospectus, including the Merger Agreement and the other annexes and documents included in, or incorporated by reference into, the accompanying Proxy Statement/Prospectus for further information with respect to the business to be transacted at the Special Meeting. You are encouraged to read the entire Proxy Statement/Prospectus carefully before voting. In particular, see the section titled “Risk Factors.”

The board of directors of Enfusion (the “Enfusion Board”) unanimously (i) determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement (the “Transactions”) are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, (ii) adopted and approved the Merger Agreement, the Mergers and the other Transactions, (iii) directed that the Merger Agreement be submitted to Enfusion Stockholders entitled to vote thereon for adoption thereby and (iv) resolved to recommend that such Enfusion Stockholders adopt the Merger Agreement and approve the Transactions, including the Mergers. The Enfusion Board unanimously recommends that Enfusion Stockholders vote “FOR” the Merger Agreement Proposal and “FOR” the Adjournment Proposal.

The Enfusion Board has fixed the close of business on     , 2025 as the record date for determination of Enfusion Stockholders entitled to receive notice of, and to vote at, the Special Meeting or any adjournments or postponements thereof. Only holders of record of Enfusion Class A common stock (“Enfusion Common Stock”) and Enfusion Class B common stock (“Enfusion Class B Common Stock”) as of the close of business on the record date are entitled to receive notice of, and to vote at, the Special Meeting.

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YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN.

The transactions cannot be completed unless the Merger Agreement Proposal is approved by the affirmative vote, virtually or by proxy, of holders of at least a majority of the outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock entitled to vote thereon.

Further, the affirmative vote, virtually or by proxy, of a majority of the votes properly cast for or against the Adjournment Proposal by holders of shares of Enfusion Common Stock and Enfusion Class B Common Stock represented at the Special Meeting is required to approve the Adjournment Proposal.

Whether or not you expect to participate in the Special Meeting, Enfusion urges you to submit a proxy to have your shares voted as promptly as possible either: (1) via the Internet at    (see proxy card for instructions); (2) by telephone (see proxy card for instructions); or (3) by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided, so that your shares may be represented and voted at the Special Meeting. If your shares are held in “street name” by a bank, brokerage firm or other nominee, please follow the instructions on the voting instruction card furnished by such bank, brokerage firm or other nominee. Any stockholder of record participating in the Special Meeting may vote even if such stockholder has returned a proxy card. However, if your shares are held in “street name” you must obtain a legal proxy from the bank, brokerage firm or nominee to vote at the Special Meeting.

Enfusion Stockholders of record as of      , 2025 will be able to participate in the Special Meeting by visiting    and entering the    -digit control number included on your proxy card or voting instruction card that accompanied your proxy materials.

If you have any questions about the Special Meeting, the Transactions, the proposals or the accompanying Proxy Statement/Prospectus, would like additional copies of the Proxy Statement/Prospectus, need to obtain proxy cards or other information related to this proxy solicitation or need help submitting a proxy or voting your shares of Enfusion Common Stock or Enfusion Class B Common Stock, you should contact:

Enfusion, Inc.

125 South Clark Street, Suite 750

Chicago, IL 60603

(312) 253-9800

Attention: Investor Relations

or

Innisfree M&A Incorporated

501 Madison Avenue, 20^th Floor

New York City, NY 10022

Banks and Brokerage Firms Call: (212) 750-5833

Stockholders Call Toll Free: (877) 750-0637

By order of the board of directors

Oleg Movchan

Chief Executive Officer

Dated:      , 2025

Chicago, Illinois

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ADDITIONAL INFORMATION

This Proxy Statement/Prospectus incorporates important business and financial information about Clearwater and Enfusion from other documents that Clearwater and Enfusion have filed with the U.S. Securities and Exchange Commission (the “SEC”) and that are contained in or incorporated by reference into this Proxy Statement/Prospectus. For a listing of documents incorporated by reference into this Proxy Statement/Prospectus, please see the section titled “Where You Can Find More Information.” This information is available for you to review on the SEC’s website at www.sec.gov.

You can obtain copies of this Proxy Statement/Prospectus and the documents incorporated by reference into this Proxy Statement/Prospectus free of charge by requesting them in writing or by telephone at the following addresses and telephone numbers:

In addition, you may obtain copies of documents filed by Clearwater with the SEC by accessing Clearwater’s website at https://investors.clearwateranalytics.com/overview. You may also obtain copies of documents filed by Enfusion with the SEC by accessing Enfusion’s website at http://ir.enfusion.com. We are not incorporating the contents of the websites of the SEC, Clearwater, Enfusion or any other entity into this Proxy Statement/Prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this Proxy Statement/Prospectus at these websites only for your convenience.

In addition, if you have questions about the Special Meeting, the Transactions, the proposals or this Proxy Statement/Prospectus, would like additional copies of the Proxy Statement/Prospectus, need to obtain proxy cards or other information related to the proxy solicitation or need help submitting a proxy or voting your shares of Enfusion Common Stock or Enfusion Class B Common Stock, you may contact Innisfree M&A Incorporated (“Innisfree”) at the address and telephone number listed below. You will not be charged for any of these documents that you request.

Innisfree M&A Incorporated

Banks and Brokerage Firms Call: (212) 750-5833

Stockholders Call Toll Free: (877) 750-0637

If you would like to request any documents, please do so by      , 2025, which is the date that is five business days prior to the date of the Special Meeting, in order to receive them before the Special Meeting.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This Proxy Statement/Prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Clearwater, constitutes a prospectus of Clearwater under the Securities Act of 1933, as amended (the “Securities Act”), with respect to Clearwater Common Stock to be issued to Enfusion Securityholders (as defined below) pursuant to the Transactions. This Proxy Statement/Prospectus also constitutes a proxy statement for Enfusion under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and a notice of meeting with respect to the Special Meeting of Enfusion Stockholders.

You should rely only on the information contained in or incorporated by reference into this Proxy Statement/Prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this Proxy Statement/Prospectus. This Proxy Statement/Prospectus is dated      , 2025, and you should assume that the information contained in this Proxy Statement/Prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this Proxy Statement/Prospectus is accurate only as of the date of such information.

This Proxy Statement/Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this Proxy Statement/Prospectus regarding Clearwater has been provided by Clearwater, and information contained in this Proxy Statement/Prospectus regarding Enfusion has been provided by Enfusion.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers are intended to briefly address some commonly asked questions regarding the Transactions, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as an Enfusion Stockholder. Please refer to the section titled “Summary” and the more detailed information contained elsewhere in this Proxy Statement/Prospectus, the annexes to this Proxy Statement/Prospectus and the documents referred to in this Proxy Statement/Prospectus, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this Proxy Statement/Prospectus without charge by following the instructions under the section titled “Where You Can Find More Information.”

This document constitutes both a proxy statement of Enfusion and a prospectus of Clearwater. It is a proxy statement because Enfusion is soliciting proxies from its stockholders. It is a prospectus because Clearwater will issue shares of its Class A common stock, par value $0.001 per share (“Clearwater Common Stock”), in exchange for (i) shares of Enfusion Common Stock, (ii) Enfusion RSUs (as defined below) that are vested as of immediately prior to the Effective Time or that vest in accordance with their terms as a result of the consummation of the Mergers (“Enfusion Vested RSUs”) and (iii) units of common limited liability company membership interest in Enfusion OpCo (the “Enfusion Common Units,” and collectively with Enfusion Common Stock and Enfusion Vested RSUs, the “Eligible Shares,” and holders of Eligible Shares, the “Enfusion Securityholders”) in the Transactions (as defined below) if the Transactions are completed.

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On January 10, 2025, in connection with the execution of the Merger Agreement, Enfusion, Enfusion OpCo and the TRA Amendment Parties entered into the TRA Amendment in accordance with the terms of the TRA, pursuant to which such parties agreed to terminate the TRA immediately at the Effective Time on the terms set forth in the TRA Amendment. In connection with the termination, Enfusion has agreed to pay the TRA Parties an aggregate termination payment equal to $30 million minus any payments made under the TRA to the TRA Parties between January 10, 2025, and the Effective Time.

Such aggregate termination payment is expected to be less than the aggregate payment that would have been payable under the TRA absent the TRA Amendment (based on certain facts and assumptions, the reduction was estimated to be approximately $105 million, constituting an approximate 78% discount to the estimated aggregate payment of approximately $135 million that would have otherwise been payable to the TRA Parties under the terms of the TRA).

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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.

Regardless of the Merger Consideration elected, the value paid per share of Enfusion Common Stock will be equalized in connection with the consummation of the Mergers on the terms and subject to the conditions set forth in the Merger Agreement such that the value of each Merger Consideration election will be substantially the same.

The “Per Share Parent Stock Amount” will be determined by dividing $5.40 by the volume-weighted average price (such price, the “Final Parent Stock Price”) 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 is less than or equal to $25.0133, then the Per Share Parent Stock Amount shall 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 shall be deemed to be 0.1766. The “Aggregate Consideration Per Share” will be determined by dividing the Aggregate Consideration by the total number of Eligible Shares. The “Aggregate Consideration” will 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. 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 Share would be $11.25; if the Final Parent Stock Price were greater than $30.5718, the implied value of the Aggregate Consideration Per Share would be greater than $11.25; and if the Final Parent Stock Price were less than $25.0133, the implied value of the Aggregate Consideration Per Share would be less than $11.25. The Final Parent Stock Price and the actual value of the Per Share Mixed Consideration, the Per Share Stock Consideration and the Per Share Cash Consideration will depend on the trading price of Clearwater Common Stock, which is subject to fluctuation, including during the period until the Closing Date.

For additional information regarding the consideration to be received in the Transactions, see the section titled “The Transactions—Merger Consideration.”

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The Election Deadline is expected to be 5:00 p.m., Eastern time, on a date prior to the Effective Time to be agreed upon by Clearwater and Enfusion. Clearwater and Enfusion will publicly announce the anticipated Election Deadline not more than 10 nor fewer than four business days prior to the Election Deadline.

Do NOT submit any Stock Certificates (or evidence of shares in book-entry form) with your proxy card.

For more details on the election procedures, see “The Transactions—Exchange of Shares; Elections as to Form of Consideration.”

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If the parties were to waive any conditions to Closing—such as the condition that: (i) the shares of Clearwater Common Stock to be issued to Enfusion Securityholders in the LLC Merger and Merger be approved for listing and trading on the NYSE, (ii) the representations and warranties of Enfusion and Clearwater must be true and correct as of the Closing, subject to certain materiality or material adverse effect qualifiers, or (iii) no material adverse effect has occurred on the other party—such waiver may have an adverse effect on Enfusion and Clearwater and their respective stockholders. For a summary of the potential risks relating to the Transactions, see the section titled “Risk Factors—Risks Relating to the Transactions.”

The Merger and the LLC Merger are not conditioned on a ruling from the U.S. Internal Revenue Service (the “IRS”) or an opinion of counsel that the Corporate Mergers, taken together, will qualify as a “reorganization” under Section 368(a) of the Code. While Clearwater and Enfusion intend to complete the Merger, they do not intend to complete the Second Merger unless (i) Clearwater receives an opinion from Kirkland & Ellis LLP and (ii) Enfusion receives an opinion from Dechert LLP (or, in either case, another nationally recognized tax counsel reasonably acceptable to both Clearwater and Enfusion) (collectively, “Tax Counsel”), in each case, that the Corporate Mergers, taken together, will qualify as a “reorganization” under Section 368(a) of the Code (together, the “Opinions”, and the receipt of the Opinions, the “Second Merger Conditions”), and Clearwater and Acquirer’s obligations to complete the Second Merger are conditioned upon delivery of the Opinions.

Each of Clearwater and Enfusion have covenanted in the Merger Agreement to use commercially reasonable efforts to obtain the Opinions. In addition, the Merger Agreement provides that none of Clearwater, Acquirer, Merger Sub or Merger Sub II shall take any action or fail to take any action that would reasonably be expected to cause the Corporate Mergers, taken together, to fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

For the Corporate Mergers to qualify as a “reorganization” under Section 368(a) of the Code, certain requirements must be satisfied. These requirements include the “continuity of interest” requirement as described in the U.S. Department of the Treasury Regulations (“Treasury Regulations”) Section 1.368-1(e). Under regulatory guidance, for the “continuity of interest” requirement to be satisfied, at least 40% (by value) of the aggregate total consideration received by Enfusion Stockholders in the Merger must consist of

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Clearwater Common Stock. The value of Clearwater Common Stock received by Enfusion Stockholders as Merger Consideration will not be determined until the second to last trading day prior to (but not including) the Closing Date. The “continuity of interest” requirement is expected to be satisfied unless the value of Clearwater Common Stock declines significantly from its value as of the last business day prior to the execution of the Merger Agreement on January 10, 2025.

Assuming the Corporate Mergers, taken together, qualify as a “reorganization” under Section 368(a) of the Code, a U.S. Holder (as defined in the section titled “The Transactions—Material U.S. Federal Income Tax Consequences of the Corporate Mergers”) generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Enfusion Common Stock for shares of Clearwater Common Stock pursuant to the Merger, except, and to the extent of, the cash Merger Consideration (and in connection with cash in lieu of fractional shares of Clearwater Common Stock) received by such Enfusion Stockholder.

However, it is possible that the value of Clearwater Common Stock (determined on the second to last trading day prior to, but not including, the Closing Date) will not be sufficient for the “continuity of interest” requirement to be satisfied. In that case, the Corporate Mergers would not qualify as a “reorganization” under Section 368(a) of the Code, and it is not intended that the Second Merger is completed. Accordingly, the Merger would be completed, and the receipt of the Merger Consideration would be treated as a taxable transaction.

In addition, the U.S. federal income tax consequences to a U.S. Holder generally will depend on whether such U.S. Holder exchanges its shares of Enfusion Common Stock solely for Clearwater Common Stock (i.e., Per Share Stock Consideration), solely for cash Merger Consideration (i.e., Per Share Cash Consideration) or for a combination of Clearwater Common Stock and cash Merger Consideration (i.e., Per Share Mixed Consideration).

U.S. Holders’ Merger Consideration elections are subject to proration according to the terms of the Merger Agreement to the extent any election is oversubscribed, such that U.S. Holders that elect to receive solely Per Share Stock Consideration or Per Share Cash Consideration may receive Per Share Mixed Consideration, for example. U.S. Holders are encouraged to consult their own tax advisors regarding the tax consequences of receiving any particular mix of Clearwater Common Stock and cash Merger Consideration, regardless of their elections, as a result.

In certain circumstances, an Enfusion Stockholder could be treated as receiving a dividend in an amount up to the cash Merger Consideration (including any cash in lieu of a fractional share of Clearwater Common Stock) received by such Enfusion Stockholder. As a result, a Non-U.S. Holder (as defined in the section titled “The Transactions—Material U.S. Federal Income Tax Consequences of the Corporate Mergers”) may be subject to U.S. federal withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to the cash Merger Consideration received by such Enfusion Stockholder.

Neither Clearwater nor Enfusion or any of their respective advisors or affiliates provides any assurances in the Merger Agreement regarding the tax consequences of the Corporate Mergers, including whether the Corporate Mergers will qualify as a “reorganization” under Section 368(a) of the Code. Neither Clearwater nor Enfusion has requested or intends to request any ruling from the IRS. Each Enfusion Stockholder that is a U.S. Holder should consult its own tax advisor with respect to the particular tax consequences of the Corporate Mergers to such holder, including the consequences of receiving any particular mix of Clearwater Common Stock and cash Merger Consideration. Each Enfusion Stockholder should review the section titled “The Transactions—Material U.S. Federal Income Tax Consequences of the Corporate Mergers,” which describes the anticipated material U.S. federal income tax consequences (including U.S. federal withholding tax consequences) of the Corporate Mergers to certain Enfusion Stockholders.

The U.S. federal income tax consequences of the LLC Merger are not addressed herein, and each member of Enfusion OpCo should consult with its own tax advisor regarding the consequences thereof.

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As of      , 2025, the record date, Enfusion directors and executive officers, as a group, owned and were entitled to vote      shares of Enfusion Common Stock and Enfusion Class B Common Stock, or approximately  % of the outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock. Enfusion currently expects that these directors and executive officers will vote their shares in favor of the Merger Agreement Proposal and the Adjournment Proposal, although none of them are obligated to do so, other than Oleg Movchan with respect to the Merger Agreement Proposal and the Adjournment Proposal.

Concurrently with the execution of the Merger Agreement, each of (i) FTV IV, L.P., (ii) FTV Investment Holdings, L.P., (iii) ICONIQ Strategic Partners V, L.P., ICONIQ Strategic Partners V-B, L.P., ISP V-B EF LP and ISP V Main Fund EF LLC and (iv) CSL Tech Holdings, LLC and Oleg Movchan (collectively, the “Significant Stockholders”) entered into support agreements with Clearwater (the “Support Agreements”) pursuant to which each such party agreed, among other things and subject to the terms and conditions of the Support Agreements, to vote the Enfusion Securities (as defined below) held by such party in favor of the Merger Agreement Proposal. See the section titled “The Support Agreements.”

As of      , 2025, the record date, an aggregate of      shares of Enfusion Common Stock and Enfusion Class B Common Stock, or approximately   % of the outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock, were subject to the Support Agreements, the form of which is attached to this Proxy Statement/Prospectus as Annex B.

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Proposal 2—The Adjournment Proposal: If you are an Enfusion Stockholder on the record date and (i) participate in the Special Meeting virtually but fail to vote or (ii) mark your proxy card or voting instruction card to abstain, it will have no effect on the Adjournment Proposal. If you do not participate in the Special Meeting, virtually or by proxy, and do not instruct your bank, brokerage firm or other nominee how to vote your shares, it will have no effect on the Adjournment Proposal (assuming a quorum is present).

If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee as to how to vote your shares.

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Additional information on participating in the Special Meeting can be found under the section titled “Information About the Special Meeting.”

Banks, brokers and other nominees that hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees that hold shares in street name for a beneficial owner of those shares are not allowed to exercise voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. “Broker non-votes” occur when shares held in street name are present at a stockholder meeting at which at least one item of business is a routine proposal, but the bank, broker or other nominee is not instructed by the beneficial owner of those shares to vote on a particular proposal for which the bank, broker or other nominee does not have discretionary voting power. The Merger Agreement Proposal and the Adjournment Proposal will be considered “non-routine” matters and therefore, it is expected that there will be no broker non-votes at the Special Meeting. Accordingly, if you do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Enfusion Common Stock or Enfusion Class B Common Stock at the Special Meeting, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals at the Special Meeting. Enfusion strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters. A broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will not have any effect on the Adjournment Proposal (assuming a quorum is present).

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and, for the purposes of this Proxy Statement/Prospectus, a beneficial owner, and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. If you are a beneficial owner, you have a right to direct your bank, brokerage firm or other nominee on how to vote the shares held in your account. The availability of Internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides. You are invited to participate in the Special Meeting; however, you may not vote your shares virtually at the Special Meeting unless you obtain a legal proxy from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the Special Meeting.

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Beneficial owners of shares held in “street name” may change their voting instructions only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

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MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

Clearwater Common Stock is listed on the NYSE under the symbol “CWAN,” and Enfusion Common Stock is listed on the NYSE under the symbol “ENFN.”

The following table sets forth the closing price per share of Clearwater Common Stock and per share of Enfusion Common Stock as reported on the NYSE on January 10, 2025, the trading day before the public announcement of the execution of the Merger Agreement, and on      , 2025, the trading day before the date of this Proxy Statement/Prospectus. The table also presents the volume-weighted average price of Clearwater Common Stock for the ten-trading-day periods ending on (and including) January 10, 2025 and      , 2025. The table also shows the estimated implied value of the Merger Consideration for each share of Enfusion Common Stock calculated as of each of the below dates.

The market prices of Clearwater Common Stock and Enfusion Common Stock have fluctuated since the date of the announcement of the execution of the Merger Agreement and will continue to fluctuate prior to the completion of the Transactions and, in the case of Clearwater Common Stock, thereafter. No assurance can be given concerning the market prices of Clearwater Common Stock or Enfusion Common Stock before completion of the Transactions or of Clearwater Common Stock after completion of the Transactions. Accordingly, these comparisons may not provide meaningful information to stockholders in determining how to vote with respect to the proposals described in this Proxy Statement/Prospectus. We urge you to obtain current market quotations for Clearwater Common Stock and Enfusion Common Stock and to review carefully the other information contained in this Proxy Statement/Prospectus. Please see the section titled “Risk Factors—Risks Relating to the Transactions—Because the market price of Clearwater Common Stock has fluctuated and will continue to fluctuate, Enfusion Stockholders cannot be sure of the value of the consideration they will receive.”

Dividends

Since its initial public offering in September 2021, Clearwater has not declared or paid regular cash dividends on its common stock.

Since its initial public offering in October 2021, Enfusion has not declared or paid regular cash dividends on its common stock. The terms of the Merger Agreement limit Enfusion’s ability to declare or pay dividends prior to the completion of the Merger.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement/Prospectus and the documents incorporated by reference into this Proxy Statement/Prospectus contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts but reflect Clearwater’s and Enfusion’s current beliefs, expectations or intentions regarding future events. These forward-looking statements include but are not limited to statements that relate to the expected future business and financial performance, the anticipated benefits of the Transactions, the anticipated impact of the Transactions on the combined business, the expected amount and timing of the synergies from the Transactions and the anticipated Closing Date of the Transactions. These forward-looking statements are identified by words such as “will,” “expect,” “believe,” “anticipate,” “estimate,” “should,” “intend,” “plan,” “potential,” “predict,” “project,” “aim,” and similar words or phrases. These forward-looking statements are based on current expectations and beliefs of management and current market trends and conditions.

These forward-looking statements involve risks and uncertainties that are outside Clearwater’s and Enfusion’s control and may cause actual results to differ materially from those contained in forward-looking statements. These risks and uncertainties include, among others, those set forth under “Risk Factors,” as well as risks and uncertainties relating to:

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Clearwater and Enfusion caution that the foregoing list of factors is not exhaustive. Additional information concerning these and other risk factors is contained in Clearwater’s and Enfusion’s most recently filed Annual Reports on Form 10-K and subsequently filed Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other SEC filings, as such filings may be amended from time to time. All of the forward-looking statements made by Clearwater or Enfusion contained or incorporated by reference in this Proxy Statement/Prospectus and all subsequent written and oral forward-looking statements concerning Clearwater, Enfusion, the Transactions or other matters attributable to Clearwater or Enfusion or any person acting on either of their behalf are expressly qualified in their entirety by the cautionary statement above.

Readers are cautioned not to place undue reliance on forward-looking statements contained in this Proxy Statement/Prospectus, which speak only as of the date such statements were made. Neither Clearwater nor Enfusion undertakes any obligation to update or revise any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof, even if experience or future changes make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by applicable law.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this Proxy Statement/Prospectus, including, among other things, the matters addressed in the section titled “Cautionary Statement Regarding Forward-Looking Statements,” Enfusion Stockholders should carefully consider the following risks before deciding whether to vote in favor of the Merger Agreement Proposal and the Adjournment Proposal. In addition, Enfusion Stockholders should read and consider the risks associated with each of the businesses of Clearwater and Enfusion because these risks will relate to Clearwater following the completion of the Transactions. Descriptions of some of these risks can be found in Clearwater’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Enfusion’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and, in each case, any amendments thereto, as such risk factors may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this Proxy Statement/Prospectus. You should also consider the other information in this Proxy Statement/Prospectus and the other documents incorporated by reference into this Proxy Statement/Prospectus. See the section titled “Where You Can Find More Information.”

Risks Relating to the Transactions

Because the market price of Clearwater Common Stock has fluctuated and will continue to fluctuate, Enfusion Securityholders cannot be sure of the value of the consideration they will receive.

Upon completion of the Merger, each issued and outstanding share of Enfusion Common Stock (other than (i) cancelled shares, (ii) dissenting shares and (iii) excluded shares) will be converted into the right to receive, at the election of the stockholder and subject to proration, (i) the Per Share Mixed Consideration, (ii) the Per Share Stock Consideration or (iii) the Per Share Cash Consideration, each of which will be determined, in part, by the volume-weighted average trading price of Clearwater Common Stock during 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 Transactions.

The market price of Clearwater Common Stock at the time of completion of the Transactions may vary significantly from the market price of Clearwater Common Stock on the date the Merger Agreement was executed, the date of this Proxy Statement/Prospectus, the date of the Special Meeting and the date on which Enfusion Stockholders make their election. Because the Per Share Mixed Consideration, Per Share Stock Consideration and Per Share Cash Consideration are each determined in part based on the trading price of Clearwater Common Stock, the value of the aggregate consideration that Enfusion Securityholders will receive upon completion of the Transactions may be higher or lower than the value of the aggregate consideration on such earlier dates. In addition, as discussed below, the Merger Consideration will be subject to proration. Accordingly, Enfusion Stockholders will not know or be able to calculate at the time of the Special Meeting the market value of the consideration they will receive upon completion of the Transactions.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Clearwater’s and Enfusion’s respective businesses, operations and prospects, market assessments of the likelihood that the Transactions will be completed, the timing of the Transactions, regulatory considerations and other risk factors set forth or incorporated by reference in this Proxy Statement/Prospectus. Many of these factors are beyond Clearwater’s and Enfusion’s control. Enfusion Stockholders are urged to obtain current market quotations for Clearwater Common Stock and Enfusion Common Stock when they make their elections.

Enfusion Securityholders may not receive all consideration in the form they elect, and the form of consideration that they receive may have a lower value or different tax consequences than the form of consideration that they elect to receive.

Enfusion Securityholders’ consideration will be subject to proration, such that the total amount of cash consideration will be equal to 52% of the aggregate Merger Consideration and the total amount of stock

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consideration will be equal to 48% of the aggregate Merger Consideration. Accordingly, some of the Merger Consideration an Enfusion Securityholder receives may differ from the type of consideration selected and such difference may be significant. This may result in, among other things, tax consequences that differ from those that would have resulted if the Enfusion Securityholder had received solely the form of consideration elected. A discussion of the proration mechanism can be found under the section titled “The Transactions—Merger Consideration” and a discussion of the material U.S. federal income tax consequences of the Transactions can be found under the section titled “The Transactions—Material U.S. Federal Income Tax Consequences of the Corporate Mergers.”

Completion of the Transactions is subject to the conditions contained in the Merger Agreement and if these conditions are not satisfied or waived, the Transactions will not be completed.

The obligations of Clearwater and Enfusion to complete the Transactions are subject to the satisfaction or waiver of a number of conditions, including, among others, the adoption of the Merger Agreement by Enfusion Stockholders by the affirmative vote of at least a majority of the outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock, the expiration or termination of the waiting period under the HSR Act. For a more complete summary of the required regulatory approvals and the conditions to Closing, see the sections titled “The Transactions—Regulatory Clearances and Approvals” and “The Merger Agreement—Conditions to the Transactions.”

Although Clearwater and Enfusion have agreed in the Merger Agreement to use their reasonable best efforts to complete the Transactions as promptly as practicable, many of the conditions to Closing are not within Clearwater’s or Enfusion’s control, and neither company can predict when or if these conditions will be satisfied. If any of these conditions are not satisfied or waived prior to July 9, 2025, it is possible that the Merger Agreement will be terminated. The failure to satisfy all of the required conditions could delay the completion of the Transactions for a significant period of time or prevent it from occurring. Any delay in completing the Transactions could cause Clearwater not to realize some or all of the benefits that it expects to achieve if the Transactions are successfully completed within their expected timeframe. There can be no assurance that the conditions to Closing will be satisfied or waived or that the Transactions will be completed. See the risk factor titled “—Failure to complete the Transactions could negatively affect the stock price and the future business and financial results of Enfusion,” below.

In the event that the parties determine to waive any of the conditions to the Closing of the Transactions, such decision may have an adverse effect on Clearwater and Enfusion and their respective stockholders. For example, if Clearwater and Enfusion waive the condition that the shares of Clearwater Common Stock to be issued to Enfusion Stockholders in the Merger must be approved for listing on the NYSE and close the Transactions, the shares of Clearwater Common Stock issued to Enfusion Stockholders at the Closing would not be listed on a stock exchange until the NYSE has approved the listing application, and the ability of Enfusion Stockholders to trade such shares would be adversely affected. By way of further example, if Enfusion waives the condition that there be no material adverse effect on Clearwater that has occurred, the value of the consideration received by Enfusion Stockholders could be materially diminished.

The transactions are subject to the expiration of applicable waiting periods and the receipt of approvals, consents or clearances from regulatory authorities in the United States that could have an adverse effect on Clearwater, Enfusion or following the completion of the Transactions, Clearwater or, if not obtained, could prevent completion of the Transactions.

Before the Transactions may be completed, any waiting period (or extension thereof) applicable to the Transactions must have expired or been terminated, and any approvals, consents or clearances required in connection with the Transactions must have been obtained, in each case, under the HSR Act. In addition, the Transactions may be reviewed under antitrust statutes or foreign direct investment regimes of other governmental authorities, including U.S. state laws. In deciding whether to grant the required regulatory approval, consent or

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clearance, the relevant governmental entities will consider the effect of the Transactions on competition within their relevant jurisdiction.

The terms and conditions of the approvals, consents and clearances that are granted may impose requirements, limitations or costs or place restrictions on the conduct of Clearwater’s business following the completion of the Transactions. Under the Merger Agreement, Clearwater and Enfusion have agreed to use their reasonable best efforts to obtain such approvals, consents and clearances and therefore may be required to comply with conditions, terms, obligations or restrictions imposed by governmental authorities. There can be no assurance that such conditions, terms, obligations or restrictions will not have the effect of delaying completion of the Transactions or imposing additional material costs on or materially limiting the revenues of Clearwater following the completion of the Transactions. In addition, neither Clearwater nor Enfusion can provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the Transactions. See the sections titled “The Transactions—Regulatory Clearances and Approvals” and “The Merger Agreement—Conditions to the Transactions.”

Enfusion’s directors and executive officers have interests in the Transactions that may be different from, or in addition to, your interests as a stockholder of Enfusion more generally.

When considering the recommendation of the Enfusion Board that Enfusion Stockholders vote in favor of the Merger Agreement Proposal and the Adjournment Proposal, Enfusion Stockholders should be aware of the fact that, aside from their interests as Enfusion Stockholders, certain Enfusion directors and executive officers have interests in the Transactions that may be different from, or in addition to, the interests of Enfusion Stockholders generally. These interests include:

See the section titled “The Transactions—Interests of Enfusion’s Directors and Executive Officers in the Transactions” for a more detailed description of the interests of Enfusion’s directors and executive officers. The Enfusion Board was aware of and considered these potential interests, among other matters, in evaluating and negotiating the Merger Agreement, in approving the Merger and in recommending that Enfusion Stockholders approve the Merger Agreement Proposal.

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The Merger Agreement limits Enfusion’s ability to pursue alternatives to the Transactions and may discourage other companies from trying to acquire Enfusion.

The Merger Agreement contains provisions that make it more difficult for Enfusion to sell its business to a party other than Clearwater. These provisions include a general prohibition on Enfusion soliciting any company takeover proposal or offer for a competing transaction. In addition, upon termination of the Merger Agreement, Enfusion is required to pay Clearwater a termination fee of $52,350,000 if the Merger Agreement is terminated in certain circumstances including Enfusion entering into a definitive agreement with respect to a superior proposal, an adverse recommendation change or a willful breach in a material respect of Enfusion’s non-solicitation obligations under the Merger Agreement.

It is possible that the no-shop provision or the other provisions of the Merger Agreement could discourage a potential acquiror that might have had an interest in acquiring all or a significant part of Enfusion from considering or proposing that acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the consideration Clearwater proposes to pay in the Transactions or might result in a potential competing acquiror proposing to pay a lower per share price to acquire Enfusion than it might otherwise have proposed to pay because of the termination fee that may become payable to Clearwater in certain circumstances described in the section titled “The Merger Agreement—Termination Fees and Expenses.”

The Merger Agreement subjects Enfusion to restrictions on its business activities.

The Merger Agreement subjects Enfusion to restrictions on its business activities and obligates Enfusion to generally conduct its business in a commercially reasonable manner and in all material respects in the ordinary course of business consistent with past practice. These restrictions could have an adverse effect on Enfusion’s results of operations, cash flows and financial position.

The business relationships of Clearwater and Enfusion and their respective subsidiaries may be subject to disruption due to uncertainty associated with the Transactions, which could have an adverse effect on the results of operations, cash flows and financial position of Clearwater, Enfusion and, following the completion of the Transactions, Clearwater.

Parties with which Clearwater and Enfusion, or their respective subsidiaries, do business may be uncertain as to the effects the Transactions may have on them, including with respect to current or future business relationships with Clearwater, Enfusion or their respective subsidiaries. These relationships may be subject to disruption as customers, suppliers and other persons with whom Clearwater and Enfusion have a business relationship may delay or defer certain business decisions or might decide to terminate, change or renegotiate their relationships with Clearwater or Enfusion, as applicable, or consider entering into business relationships with parties other than Clearwater, Enfusion or their respective subsidiaries. These disruptions could have an adverse effect on the results of operations, cash flows and financial position of Clearwater or Enfusion, including an adverse effect on Clearwater’s ability to realize the expected synergies and other benefits of the Transactions. The risk, and adverse effect, of any disruption could be exacerbated by a delay in completion of the Transactions or termination of the Merger Agreement.

Failure to complete the Transactions could negatively affect the stock price and the future business and financial results of Enfusion.

If the Transactions are not completed for any reason, including as a result of Enfusion Stockholders failing to approve the Merger Agreement Proposal, the ongoing business of Enfusion may be adversely affected and, without realizing any of the benefits of having completed the Transactions, Enfusion could be subject to a number of negative consequences, including the following:

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In addition, upon termination of the Merger Agreement, under certain circumstances, Enfusion is required to pay Clearwater a termination fee of $52,350,000, including Enfusion entering into a definitive agreement with respect to a superior proposal, an adverse recommendation change or a willful breach in a material respect of Enfusion’s non-solicitation obligations under the Merger Agreement. Finally, Enfusion could be subject to litigation related to any failure to complete the Transactions or related to any enforcement proceeding commenced against Enfusion to perform its obligations under the Merger Agreement. If the Transactions are not completed, any of these risks may materialize and may adversely affect Enfusion’s businesses, financial condition, financial results and stock price.

Clearwater expects to obtain financing in connection with the Transactions and cannot guarantee that it will be able to obtain such financing on favorable terms or at all.

Clearwater anticipates that the funds needed to complete the Transactions will be derived from a combination of (i) available cash on hand and (ii) third-party debt financing. Clearwater’s ability to obtain any such new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond Clearwater’s control. Clearwater cannot assure you that it will be able to obtain new debt financing on terms acceptable to it or at all, and any such failure could materially adversely affect its operations and financial condition. Clearwater’s obligation to complete the Transactions is not conditioned upon the receipt of any financing.

The unaudited pro forma condensed combined financial information included in this Proxy Statement/Prospectus is preliminary and the actual financial condition and results of operations after the Transactions may differ materially from them.

The unaudited pro forma condensed combined financial information included in this Proxy Statement/Prospectus is presented for illustrative purposes only and is not necessarily indicative of what Clearwater’s actual financial condition or results of operations would have been had the Transactions been completed on the dates indicated. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon assumptions, preliminary estimates and accounting reclassifications, to record Enfusion’s identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this Proxy Statement/Prospectus is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of Enfusion as of the date of the completion of the Transactions. Accordingly, the final accounting adjustments as a result of the

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acquisition may differ materially from the pro forma adjustments reflected in this Proxy Statement/Prospectus. For more information, see the section titled “Unaudited Pro Forma Condensed Combined Financial Information.”

Completion of the Transactions may trigger change in control provisions in certain agreements to which Enfusion is a party.

The completion of the Transactions may trigger change in control provisions in certain agreements to which Enfusion is a party. If Enfusion and Clearwater are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if Enfusion and Clearwater are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Enfusion or Clearwater.

Lawsuits may be filed in the future against Enfusion, its directors, Clearwater, Acquirer, Merger Sub and/or Merger Sub II challenging the Transactions or any one of them, and an adverse ruling in any such lawsuit may prevent completing the Transactions or completing the Transactions within the expected timeframe and/or result in substantial costs to Clearwater and Enfusion.

In connection with the Transactions, litigation may be filed against Enfusion and its board of directors. Among other remedies, the plaintiffs in these lawsuits may seek damages or to enjoin the Transactions. The outcome of any litigation is uncertain and any such lawsuits could prevent or delay the completion of the Transactions and result in substantial costs to Clearwater and Enfusion. Any such actions may create uncertainty relating to the Transactions and may be costly and distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Transactions are completed may adversely affect Clearwater’s business, financial condition and results of operations.

It is possible that litigation against Enfusion, its directors, Clearwater, Acquirer, Merger Sub and/or Merger Sub II may be filed in the future as securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the Merger Agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Clearwater’s and Enfusion’s respective liquidity and financial condition.

Further, one of the conditions to the completion of the Transactions is that no injunction or law by any governmental entity of competent jurisdiction will be in effect that has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Transactions. As such, if an injunction prohibiting the consummation of the Transactions is obtained, that injunction may prevent the Transactions from becoming effective or from becoming effective within the expected timeframe.

Risks Relating to Clearwater Following Completion of the Transactions

The market price for Clearwater Common Stock following the Effective Time may be affected by factors different from those that historically have affected or currently affect Clearwater Common Stock and Enfusion Common Stock.

Following the completion of the Transactions, Clearwater Stockholders and former Enfusion Stockholders will own interests in a combined company operating an expanded business with more assets and a different mix of liabilities. Clearwater’s financial position after the Transactions may differ from its financial position before the Transactions, and the financial position, results of operations and cash flows of the combined company may be affected by factors that are different from those currently or historically affecting the results of operations of Clearwater and those currently or historically affecting the results of operations of Enfusion. Accordingly, the

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market price and performance of Clearwater Common Stock is likely to be different from the performance of Clearwater Common Stock or Enfusion Common Stock in the absence of the Transactions, which may adversely affect the value of a Enfusion Stockholder’s investment following completion of the Transactions, regardless of the combined company’s actual operating performance.

Following completion of the Transactions, the market price of Clearwater Common Stock may be volatile, and holders of Clearwater Common Stock could lose a significant portion of their investment due to drops in the market price of Clearwater Common Stock following completion of the Transactions.

Following the Transactions, the market price of Clearwater Common Stock may be volatile, and stockholders may not be able to resell their shares of Clearwater Common Stock at or above the price at which they acquired their shares pursuant to the Merger Agreement or otherwise due to fluctuations in its market price, including changes in price caused by factors unrelated to Clearwater’s performance or prospects.

Specific factors that may have a significant effect on the market price of Clearwater Common Stock include:

Also, Clearwater Stockholders and Enfusion Stockholders may not wish to continue to invest in the combined company or may wish to reduce their investment in the combined company, including in order to comply with institutional investing guidelines, to increase diversification, to track any rebalancing of stock indices in which Clearwater Common Stock is included, to respond to the risk profile of the combined company or to realize a gain. If, following completion of the Merger, large amounts of Clearwater Common Stock are sold, the price of Clearwater Common Stock could decline.

If the Transactions are completed, Clearwater may not achieve the anticipated benefits of the Transactions, including anticipated synergies.

There can be no assurance that Clearwater will be able to successfully integrate Enfusion, and the anticipated benefits of the Transactions, including the anticipated operational and other synergies between the companies, may not be realized fully or at all or may take longer to realize than expected or may have unanticipated adverse results. Anticipated benefits are based on expectations about the future that are subject to change (such as assumptions about Clearwater’s future service costs, future operational plans which have not yet been developed and which may vary from past experiences operating the same assets or recent experiences operating in the same areas). If Clearwater is not able to realize the anticipated benefits expected from the

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Transactions within the anticipated timing or at all, Clearwater’s business, financial position, results of operations and cash flows may be adversely affected, Clearwater’s earnings per share may be diluted, the accretive effect of the Transactions may decrease or be delayed and the market price of Clearwater Common Stock may be negatively impacted.

The integration of the two companies will require significant time and focus from management following the Transactions and could result in performance shortfalls as a result of the diversion of management’s attention to such integration efforts. Difficulties in integrating Enfusion into Clearwater may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated benefits, including anticipated operational and other synergies between the two companies, in whole or in part, on the anticipated timeline or at all. Potential difficulties that may be encountered in the integration process include:

In addition, Clearwater’s business may be negatively impacted following the Transactions if it is unable to effectively manage the expanded operations of the combined company. Actual growth and any potential cost savings, if achieved, may be lower than what Clearwater and Enfusion expect and may take longer to achieve than anticipated. If Clearwater and Enfusion are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

Clearwater and Enfusion, including their respective subsidiaries, have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the pendency of the Merger, as well as the integration process, could result in the loss of key personnel, the loss of customers, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs, an overall post-completion integration process that takes longer than originally anticipated, as well as the disruption of each company’s ongoing businesses. Any or all of those occurrences could adversely affect the combined company’s operations, including the ability to maintain relationships with customers and employees prior to, or after, the Transactions or to achieve the anticipated benefits of the Transactions.

The combined company may not be able to retain Clearwater and Enfusion’s existing customers, which could have an adverse effect on the combined company’s business and operations, and third parties may terminate or alter existing contracts or relationships with Clearwater or Enfusion.

As a result of the Transactions, the combined company may experience impacts on relationships with customers that may harm the combined company’s business, financial position, results of operations and cash flows. Certain customers may seek to terminate or modify contractual obligations following the Transactions, whether or not contractual rights are triggered as a result of the Transactions. There can be no guarantee that customers will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the Transactions. If any customers seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business, financial position, results of operations and cash flows may be harmed.

Clearwater and Enfusion also have contracts with suppliers, licensors and other business partners which may require Clearwater or Enfusion, as applicable, to obtain consent from these other parties in connection with the Transactions, or which may otherwise contain limitations applicable to such contracts following the

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Transactions. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Clearwater or Enfusion currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the Transactions. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Transactions. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the Transactions or by a termination of the Merger Agreement.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business, financial position, results of operations and cash flows.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers and other third parties due to the combination of Clearwater’s and Enfusion’s businesses following the Transactions. Such litigation may have an adverse impact on the combined company’s business, financial position, results of operations and cash flows, or may cause disruptions to the combined company’s operations.

The financial forecasts are based on various assumptions that may not be realized.

The unaudited prospective financial information set forth in the forecasts included under the section titled “The Transactions—Certain Financial Projections Utilized by the Special Committee and the Enfusion Board” was prepared solely for internal use and is subjective in many respects. Enfusion’s prospective financial information was based solely upon assumptions of, and information available to, Enfusion’s management when prepared. These estimates and assumptions are subject to uncertainties, many of which are beyond Enfusion’s control and may not be realized. Many factors mentioned in this Proxy Statement/Prospectus, including the risks outlined in this “Risk Factors” section and the events or circumstances described in the section titled “Cautionary Statement Regarding Forward-Looking Statements” will be important in determining the combined company’s future results. As a result of these contingencies, actual future results may vary materially from Clearwater’s and Enfusion’s estimates. In view of these uncertainties, the inclusion of prospective financial information in this Proxy Statement/Prospectus is not and should not be viewed as a representation that the forecasted results will necessarily reflect actual future results.

The unaudited prospective financial information set forth in the forecasts included under the section titled “The Transactions—Certain Financial Projections Utilized by the Special Committee and the Enfusion Board” was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. Further, any forward-looking statement speaks only as of the date on which it is made, and neither Clearwater nor Enfusion undertakes any obligation, other than as required by applicable law, to update, correct or otherwise revise the unaudited prospective financial information included in this Proxy Statement/Prospectus to reflect events or circumstances after the date such prospective financial information was prepared or to reflect the occurrence of anticipated or unanticipated events or circumstances, even in the event that any or all of the assumptions underlying any such prospective financial information are no longer appropriate (even in the short term).

The unaudited prospective financial information of Enfusion included in this Proxy Statement/Prospectus has been prepared by, and is the responsibility of, the management of Enfusion. Neither Ernst & Young LLP nor any other independent accountant has compiled, reviewed, examined, performed any other assurance procedures, or expressed any form of assurance with respect to the prospective financial information included in this Proxy Statement/Prospectus. The report of Ernst & Young LLP incorporated by reference in this Proxy Statement/Prospectus relates to Enfusion, Inc.’s historical audited financial statements and does not extend to the unaudited prospective financial information and should not be read to do so. Neither Clearwater’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of

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assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. See the section titled “The Transactions—Certain Financial Projections Utilized by the Special Committee and the Enfusion Board” for more information.

The opinion of the Special Committee’s financial advisor will not reflect changes in circumstances between the date of such opinion and the completion of the Transactions.

At a meeting of the Special Committee held on January 10, 2025, Goldman Sachs rendered its oral opinion to the Special Committee, subsequently confirmed by delivery of its written opinion, dated January 10, 2025, that, as of such date, and based upon and subject to the various limitations, qualifications and assumptions and other matters set forth therein, the aggregate Merger Consideration to be paid to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock was fair, from a financial point of view, to such holders.

Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of such opinion. The Special Committee has not requested an updated opinion as of the date of this Proxy Statement/Prospectus, and does not expect to request an updated opinion prior to completion of the Transactions. Changes in the operations and prospects of Enfusion, general market and economic conditions and other factors that may be beyond the control of Clearwater or Enfusion may have altered the value of Enfusion or the prices of the shares of Enfusion Common Stock since the date of Goldman Sachs’ opinion, or may significantly alter such value or price by the time the Transactions are completed. Goldman Sachs’ opinion does not speak as of the time the Transactions will be completed or as of any date other than the date of such opinion. The Enfusion Board’s recommendation that Enfusion Stockholders vote in favor of the Merger Agreement Proposal and the Adjournment Proposal, however, are made as of the date of this Proxy Statement/Prospectus.

After the Transactions are completed, Enfusion Stockholders will have their rights as stockholders governed by Clearwater’s organizational documents.

Upon completion of the Transactions, Enfusion Stockholders will no longer be stockholders to Enfusion, but will instead become Clearwater Stockholders. Former Enfusion Stockholders will instead have rights as Clearwater Stockholders that differ from the rights they had as Enfusion Stockholders before the Transactions. For a detailed comparison of the rights of Clearwater Stockholders to the rights of Enfusion Stockholders, see the section titled “Comparison of Rights of Common Stockholders of Clearwater and Enfusion.”

After the completion of the Transactions, Clearwater will be more leveraged than it is currently and the financing arrangements that Clearwater will enter into may, under certain circumstances, contain restrictions and limitations that could impact its ability to operate its business.

In connection with the Transactions, Clearwater has obtained commitments of $1.0 billion in new debt financing (the “Debt Financing”), subject to customary conditions, to fund, together with cash on hand, the cash portion of the aggregate Merger Consideration payable under the Merger Agreement and fees and expenses related to the Transactions. After the completion of the Transactions, Clearwater is expected to have consolidated indebtedness of approximately $0.8 billion. The increased indebtedness of Clearwater after the completion of the Transactions may have the effect, among other things, of reducing the flexibility of Clearwater to respond to changing business and economic conditions, requiring Clearwater to use increased amounts of cash flow to service indebtedness and increasing Clearwater’s borrowing costs. Furthermore, the interest payable on this new indebtedness is based on a floating rate, which exposes Clearwater to fluctuations in the prevailing interest rates applicable to such new indebtedness which may adversely affect Clearwater’s cash flows.

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In addition, Clearwater’s credit ratings impact the cost and availability of future borrowings, and, as a result, Clearwater’s cost of capital. Clearwater’s ratings reflect each rating organization’s opinion of Clearwater’s financial strength, operating performance and ability to meet its debt obligations. Each of the ratings organizations reviews Clearwater’s ratings periodically, and there can be no assurance that Clearwater’s current ratings will be maintained in the future. Downgrades in Clearwater’s credit ratings could adversely affect Clearwater’s businesses, cash flows, financial condition and operating results.

Clearwater also expects that the agreements governing the indebtedness that it will incur will contain covenants that may, under certain circumstances, place limitations on certain actions that Clearwater could seek to undertake. Various risks, uncertainties and events beyond Clearwater’s control could affect its ability to comply with the covenants contained in its debt agreements. Failure to comply with any of the covenants in its existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default would permit lenders to accelerate the maturity of the indebtedness under these agreements. In addition, the limitations imposed by financing agreements on Clearwater’s ability to incur additional indebtedness and to take other actions might impair its ability to obtain other financing on terms acceptable to Clearwater.

Risks Relating to Tax Matters

You should read the discussion under the section titled “The Transactions—Material U.S. Federal Income Tax Consequences of the Corporate Mergers” for a more complete discussion of the U.S. federal income tax considerations relating to the Corporate Mergers and the ownership and disposition of any Clearwater Common Stock received in the Merger.

If the Corporate Mergers, taken together, do not qualify as a “reorganization” under Section 368(a) of the Code, the U.S. Holders of Enfusion Common Stock may be required to pay U.S. federal income taxes on the value of any Clearwater Common Stock received in the Merger.

For the Corporate Mergers to qualify as a “reorganization” under Section 368(a) of the Code, certain requirements must be satisfied. These requirements include the “continuity of interest” requirement as described in Treasury Regulations Section 1.368-1(e). Under regulatory guidance, for the “continuity of interest” requirement to be satisfied, at least 40% (by value) of the aggregate total consideration received by Enfusion Stockholders in the Merger must consist of Clearwater Common Stock. The value of Clearwater Common Stock received by Enfusion Stockholders as Merger Consideration will not be determined until the second to last trading day prior to (but not including) the Closing Date. The “continuity of interest” requirement is expected to be satisfied unless the value of Clearwater Common Stock declines significantly from its value as of the last business day prior to the execution of the Merger Agreement on January 10, 2025. However, it is possible that the value of Clearwater Common Stock (determined as of such date) will not be sufficient for the “continuity of interest” requirement to be satisfied, in which case the Corporate Mergers would not qualify as a “reorganization,” in which case the Second Merger is not intended to be completed, and the receipt of the Merger Consideration would be treated as a taxable transaction. Accordingly, Enfusion Stockholders that are U.S. Holders should be aware of the possibility that the Merger may not qualify as a “reorganization” under Section 368(a) of the Code and that the Merger will be treated as a taxable transaction.

For a more detailed description of the U.S. federal income tax consequences of the Corporate Mergers, see “The Transactions—Material U.S. Federal Income Tax Consequences of the Corporate Mergers.”

Other Risks of Clearwater and Enfusion

Clearwater’s and Enfusion’s businesses are and will be subject to the risks described above. In addition, Clearwater and Enfusion are, and will continue to be, subject to the risks described in Clearwater’s Annual Report for the fiscal year ended December 31, 2023 and Enfusion’s Annual Report on Form 10-K for the fiscal

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year ended December 31, 2023, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this Proxy Statement/Prospectus. The risks described above and in those filings represent all known material risks with respect to Clearwater’s and Enfusion’s businesses. See the section titled “Where You Can Find More Information” for the location of information incorporated by reference into this Proxy Statement/Prospectus.

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INFORMATION ABOUT ENFUSION

Enfusion, Inc. and Enfusion Ltd. LLC

Enfusion, Inc., a Delaware corporation, is a global, high-growth, software-as-a-service provider focused on transforming the investment management industry. The products and services that comprise its solution are designed to eliminate technology and information barriers, empowering investment managers to confidently make and execute better-informed investment decisions in real time. Enfusion’s platform simplifies investment and operational workflows by unifying mission-critical systems and coalescing data into a single dataset, which allows stakeholders throughout an entire client organization to interact more effectively with one another across the investment management lifecycle. Enfusion Common Stock trades on the NYSE under the symbol “ENFN.” Enfusion is a holding company, and its only material asset is its direct and indirect ownership interests and management rights in Enfusion Ltd. LLC, a Delaware limited liability company, through which Enfusion conducts substantially all of its business. Enfusion’s principal executive offices are located at 125 South Clark Street, Suite 750, Chicago, IL 60603.

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INFORMATION ABOUT CLEARWATER

Clearwater Analytics Holdings, Inc.

Clearwater brings transparency to the opaque world of investment accounting and analytics with what Clearwater believes is the industry’s most trusted and innovative single instance, multi-tenant technology platform. Clearwater’s cloud-native software allows clients to radically simplify their investment accounting operations, enabling them to focus on higher-value business functions such as asset allocation strategy and investment selection. Clearwater’s platform provides comprehensive accounting, data and advanced analytics as well as highly-configurable reporting for global investment assets daily or on-demand, instead of weekly or monthly.

Clearwater was formed as a Delaware corporation on May 18, 2021 under the name Clearwater Analytics Holdings, Inc. Clearwater provides a SaaS solution for automated investment data aggregation, reconciliation, accounting and reporting services to insurers, investment managers, corporations, institutional investors and government entities. Clearwater is headquartered in Boise, ID, and has offices in New York, San Jose, Seattle, Washington, D.C., Edinburgh, Frankfurt, London, Paris, New Delhi and Hong Kong. Clearwater Common Stock is listed on the NYSE under the ticker symbol “CWAN.” Clearwater has its executive offices located at 777 W. Main Street, Suite 900, Boise, ID 83702, and can be reached by phone at (208) 433-1200.

Poseidon Acquirer, Inc

Acquirer is a newly formed Delaware corporation and direct, wholly-owned subsidiary of Clearwater. Acquirer was formed on January 10, 2025, under the name Poseidon Acquirer, Inc. solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Acquirer has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation pursuant to the Merger Agreement, the performance of its obligations thereunder and matters ancillary thereto. Acquirer has its executive offices located at 777 W. Main Street, Suite 900, Boise, ID 83702, and can be reached by phone at (208) 433-1200.

Poseidon Merger Sub I, Inc.

Merger Sub is a newly formed Delaware corporation and direct, wholly-owned subsidiary of Clearwater. Merger Sub was formed on January 3, 2025 under the name Poseidon Merger Sub I, Inc. solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation pursuant to the Merger Agreement, the performance of its obligations thereunder and matters ancillary thereto. Upon consummation of the Merger, Merger Sub will cease to exist. Merger Sub has its executive offices located at 777 W. Main Street, Suite 900, Boise, ID 83702, and can be reached by phone at (208) 433-1200.

Poseidon Merger Sub II, LLC

Merger Sub II is a newly formed Delaware limited liability company and indirect, wholly-owned subsidiary of Clearwater. Merger Sub II was formed on January 3, 2025 under the name Poseidon Merger Sub II, LLC solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub II has not carried on any business, conducted any operations or incurred any liabilities or obligations, other than those incidental to its formation pursuant to the Merger Agreement, the performance of its obligations thereunder and matters ancillary thereto. Upon consummation of the LLC Merger, Merger Sub II will cease to exist. Merger Sub II has its executive offices located at 777 W. Main Street, Suite 900, Boise, ID 83702, and can be reached by phone at (208) 433-1200.

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INFORMATION ABOUT THE SPECIAL MEETING

General

This Proxy Statement/Prospectus is first being mailed on or about      , 2025 and constitutes notice of the Special Meeting in conformity with the requirements of the DGCL and the Enfusion Bylaws (as defined below).

This Proxy Statement/Prospectus is being provided to Enfusion Stockholders as part of a solicitation of proxies by the Enfusion Board for use at the Special Meeting and at any adjournments or postponements of such Special Meeting. This Proxy Statement/Prospectus provides Enfusion Stockholders with information about the Special Meeting and should be read carefully in its entirety.

Date, Time and Place

The Special Meeting will be held on      , 2025, beginning at     a.m., Central time, unless postponed to a later date, via live audio webcast at    . To virtually participate in the Special Meeting, visit      and enter the     -digit control number provided on your proxy card or voting instruction card in order to participate in the Special Meeting.

Purpose of the Special Meeting

At the Special Meeting, Enfusion Stockholders will be asked to vote upon the following proposals:

Only the approval of the Merger Agreement Proposal is required for completion of the Transactions. Enfusion will transact no other business at the Special Meeting except such business as may properly be brought before the Special Meeting or any adjournment or postponement thereof.

Record Date

The record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting is      , 2025 (referred to as the record date).

Virtual Participation at the Special Meeting

The Special Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast through the website described above under the heading “Date, Time and Place.” Only Enfusion Stockholders who held shares of record as of the close of business on the record date are entitled to receive notice of and vote at the Special Meeting and any adjournment or postponement of the Special Meeting, as long as such shares remain outstanding on the date of the Special Meeting. Enfusion’s official stock ownership records will conclusively determine whether a stockholder is a “holder of record” as of the record date.

Enfusion will have technicians ready to assist Enfusion Stockholders with any technical difficulties they may have accessing the virtual meeting. If Enfusion Stockholders encounter any difficulties accessing the virtual meeting or during the meeting time, Enfusion Stockholders should navigate to      where a phone number for IT support will be posted.

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Outstanding Shares as of the Record Date

As of the record date, there were      shares of Enfusion Common Stock and Enfusion Class B Common Stock outstanding and owned by stockholders (i.e., excluding shares of Enfusion Common Stock held in treasury by Enfusion), held by      holders of record. Each share of Enfusion Common Stock and Enfusion Class B Common Stock is entitled to one vote on each matter considered at the Special Meeting.

Enfusion Stockholders may request an appointment to inspect a complete list of stockholders entitled to vote at the Special Meeting for any purpose germane to the Special Meeting at Enfusion’s headquarters located at 125 South Clark Street, Suite 750, Chicago, Illinois 60603 during ordinary business hours within ten days prior to the Special Meeting by sending an email request to investors@enfusion.com.

Shares and Voting of Enfusion’s Directors and Executive Officers

As of the record date, Enfusion directors and executive officers, as a group, owned and were entitled to vote      shares of Enfusion Common Stock and Enfusion Class B Common Stock, or approximately  % of the outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock. Enfusion currently expects that these directors and executive officers will vote their shares in favor of the Merger Agreement Proposal and the Adjournment Proposal, although none of the directors and executive officers, other than Oleg Movchan with respect to the Merger Agreement Proposal and the Adjournment Proposal, are obligated to do so.

Mr. Movchan is Enfusion’s Chief Executive Officer and a member of the Enfusion Board. As noted above, pursuant to the Support Agreements, the Significant Stockholders agreed to vote all of the shares of Enfusion Securities held by them (representing in the aggregate approximately  % of the total outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock as of the record date) in favor of the Merger Agreement Proposal. See the section titled “The Support Agreements.”

Quorum and Broker Non-Votes

In order to conduct any business at the Special Meeting, a quorum must be present virtually or represented by proxy. Holders of shares representing at least a majority of the total outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock on the record date entitled to vote at the Special Meeting, represented virtually or by proxy, constitute a quorum. Enfusion Stockholders choosing to abstain from voting will be treated as present for purposes of determining whether a quorum is present, but will not be counted as votes cast “FOR” any matter.

Banks, brokerage firms and other nominees who hold shares in “street name” for the accounts of their clients may vote such shares either as directed by their clients or in their own discretion on “routine” matters. When a broker does not receive instructions from a beneficial owner on how to vote shares with respect to a “non-routine” matter, a broker “non-vote” occurs. Because neither the Merger Agreement Proposal nor the Adjournment Proposal will be considered “routine,” broker “non-votes” will not be treated as present for purposes of determining whether a quorum is present and will not be counted as votes cast “FOR” any matter. A broker non-vote, if any, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal and will not have any effect on the Adjournment Proposal (assuming a quorum is present).

Your shares will be counted for purposes of determining if there is a quorum, whether representing votes for, against or abstained, if you (1) participate in the Special Meeting, or (2) have voted via the Internet, by telephone or by properly submitting a proxy card or voting instruction card by mail.

Required Vote

The votes required for each proposal are as follows:

Proposal 1—The Merger Agreement Proposal. The affirmative vote, virtually or by proxy, of holders of at least a majority of the outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock

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entitled to vote on the Merger Agreement Proposal is required to approve the Merger Agreement Proposal. If you are an Enfusion Stockholder on the record date and take any action other than voting (or causing your shares to be voted) “FOR” the Merger Agreement Proposal, it will have the same effect as a vote “AGAINST” the Merger Agreement Proposal. For example, if you fail to instruct your bank, brokerage firm or other nominee to vote, it will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Proposal 2—The Adjournment Proposal. The affirmative vote, virtually or by proxy, of a majority of the votes properly cast by holders of shares of Enfusion Common Stock and Enfusion Class B Common Stock represented at the Special Meeting is required to approve the Adjournment Proposal. If you are an Enfusion Stockholder on the record date and (i) participate in the Special Meeting but fail to vote or (ii) mark your proxy card or voting instruction card to abstain, it will have no effect on the Adjournment Proposal. If you do not participate in the Special Meeting, virtually or by proxy, and do not instruct your bank, brokerage firm or other nominee how to vote your shares, it will have no effect on the Adjournment Proposal (assuming a quorum is present).

As noted above, pursuant to the Support Agreements, each of the Significant Stockholders have agreed to vote all of the shares of Enfusion Common Stock and Enfusion Class B Common Stock held by them (representing in the aggregate approximately  % of the total outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock as of the record date) in favor of the Merger Agreement Proposal. See the section titled “The Support Agreements.”

How to Vote or Have Your Shares Voted

Enfusion Stockholders of record may vote their shares of Enfusion Common Stock or Enfusion Class B Common Stock or submit a proxy to have their shares of Enfusion Common Stock or Enfusion Class B Common Stock voted at the Special Meeting in one of the following ways:

Whether or not you plan to participate in the Special Meeting, Enfusion urges you to submit your proxy by completing and returning the proxy card as promptly as possible, or by submitting your proxy by telephone or via the Internet, prior to the Special Meeting to ensure that your shares of Enfusion Common Stock or Enfusion Class B Common Stock will be represented and voted at the Special Meeting if you are unable to participate.

The Enfusion Board has appointed certain persons as proxy holders to vote proxies in accordance with the instructions of Enfusion Stockholders. If you are a stockholder of record and you authorize these proxy holders to vote your shares of Enfusion Common Stock or Enfusion Class B Common Stock with respect to any matter to be acted upon, your shares will be voted in accordance with your instructions in your proxy. If you are a stockholder of record and you authorize these proxy holders to vote your shares but do not specify how your

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shares should be voted on a proposal, these proxy holders will vote your shares on such proposals as the Enfusion Board recommends, except if you indicate that you wish to vote against the Merger Agreement Proposal, in which case your shares of Enfusion Common Stock or Enfusion Class B Common Stock will only be voted in favor of the Adjournment Proposal if you indicate that you wish to vote in favor of such proposal. If any other matter properly comes before the Special Meeting, these proxy holders will vote on that matter in their discretion.

If, as of the record date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the proxy notice was sent directly to you by Enfusion. If, as of the record date, your shares were held in an account at a bank, brokerage firm or other similar organization, then you are the beneficial owner of shares held in “street name,” and the proxy notice was forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you must direct your bank, brokerage firm or other nominee on how to vote the shares of Enfusion Common Stock held in your account and you will receive instructions from your bank, brokerage firm or other nominee describing how to vote your shares of Enfusion Common Stock. The availability of Internet or telephonic voting will depend on the nominee’s voting process. Please check with your bank, brokerage firm or other nominee and follow the voting procedures your bank, brokerage firm or other nominee provides.

If you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Enfusion Common Stock with respect to “non-routine” matters, a broker “non-vote” occurs with respect to those matters. Under applicable stock exchange rules, the organization that holds your shares of Enfusion Common Stock (i.e., your bank, brokerage firm or other nominee) may generally vote on routine matters at its discretion but cannot vote your shares on “non-routine” matters without your instructions. If you are a beneficial owner and the organization that holds your shares of Enfusion Common Stock does not receive instructions from you on how to vote your shares of Enfusion Common Stock on a non-routine matter, the organization that holds your shares of Enfusion Common Stock will inform the inspector of elections that it does not have the authority to vote your shares on such matters. The Merger Agreement Proposal and the Adjournment Proposal will be considered “non-routine.” Accordingly, if you are a beneficial owner and do not provide your bank, brokerage firm or other nominee instructions on how to vote your shares of Enfusion Common Stock, your bank, brokerage firm or other nominee generally will not be permitted to vote your shares on any of the proposals. If you are a beneficial holder, Enfusion strongly encourages you to provide voting instructions to your bank, brokerage firm or other nominee so that your vote will be counted on all matters.

If you are a beneficial owner, you are invited to participate in the Special Meeting; however, you may not vote your shares at the Special Meeting unless you obtain a legal proxy from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the Special Meeting.

Revocation of Proxies

Enfusion Stockholders of record may revoke their proxies at any time prior to the voting at the Special Meeting in any of the following ways:

Enfusion beneficial owners may change their voting instruction only by following the directions received from their bank, brokerage firm or other nominee for changing their voting instructions.

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Solicitation of Proxies

Enfusion will pay for the proxy solicitation costs related to the Special Meeting. In addition to sending and making available these materials, some of Enfusion’s directors, officers and employees may solicit proxies in person by contacting Enfusion Stockholders by telephone or over the Internet. Enfusion Stockholders may also be solicited by press releases issued by Enfusion, postings on Enfusion’s websites and advertisements in periodicals. None of Enfusion’s directors, officers or employees will receive additional compensation for their solicitation services. Enfusion has engaged Innisfree to assist in the solicitation of proxies for the Special Meeting. Enfusion estimates that it will pay Innisfree a fee of approximately $20,000, plus reasonable out-of-pocket expenses. Certain banking institutions, brokerage firms, custodians, trustees, nominees and fiduciaries who hold shares for the benefit of another party may solicit proxies for Enfusion. If so, they will mail proxy information to, or otherwise communicate with, the beneficial owners of shares of Enfusion Common Stock held by them. Enfusion will also reimburse banks, brokerage firms, custodians, trustees, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of Enfusion Common Stock.

Adjournments

The Special Meeting may be adjourned by the presiding officer or Enfusion Stockholders representing a majority of the voting power present at the Special Meeting if no quorum is present, or by the presiding officer if (i) the Enfusion Board determines that adjournment is necessary or appropriate to enable Enfusion Stockholders to consider fully information which the Enfusion Board determines has not been made sufficiently or timely available to stockholders, or (ii) if the Enfusion Board determines that adjournment is otherwise in the best interests of Enfusion. Additionally, the Special Meeting may be adjourned if sufficient votes are cast in favor of the Adjournment Proposal whether or not there is a quorum.

Notice need not be given of any adjourned meeting if the time and place, if any, thereof and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days, in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the meeting. If, after any adjournment, a new record date for the stockholders entitled to vote is fixed for any adjourned meeting, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present and vote at such adjourned meeting must be given to each stockholder of record entitled to vote at the meeting.

Questions and Additional Information

You may contact Enfusion’s proxy solicitor, Innisfree, 501 Madison Avenue, 20^th Floor, New York City, NY 10022, with any questions about the Special Meeting, the Transactions, the proposals or this Proxy Statement/Prospectus, if you would like additional copies of the Proxy Statement/Prospectus, if you need to obtain proxy cards or other information related to the proxy solicitation or if you need help submitting a proxy or voting your shares of Enfusion Common Stock or Enfusion Class B Common Stock. Enfusion Stockholders may call toll-free at (877) 750-0637, and banks and brokers may call collect at (212) 750-5833.

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PROPOSAL 1: THE MERGER AGREEMENT PROPOSAL

As discussed throughout this Proxy Statement/Prospectus, Enfusion is asking its stockholders to approve the Merger Agreement Proposal. Pursuant to the Merger Agreement, (i) Merger Sub II will merge with and into Enfusion OpCo, with Enfusion OpCo surviving the LLC Merger and becoming an indirect subsidiary of Clearwater, (ii) Merger Sub will merge with and into Enfusion, with Enfusion surviving the Merger and becoming a direct, wholly-owned subsidiary of Clearwater, and (iii) following the Effective Time and subject to the satisfaction or waiver of the conditions specified in the Merger Agreement on the Closing Date but prior to the Effective Time, Enfusion, the surviving company of the Merger, will merge with and into Acquirer, with Acquirer surviving the Second Merger as a direct, wholly-owned subsidiary of Clearwater. The Merger Agreement Proposal that Enfusion is asking its stockholders to approve is the adoption of the Merger Agreement and approval of the Mergers. If the Transactions are completed, Enfusion will cease to be publicly traded and Enfusion Common Stock will be delisted from the NYSE and deregistered under the Exchange Act.

As described in further detail in the sections titled “Questions and Answers,” “Summary,” “The Transactions” and “The Merger Agreement,” the Enfusion Board has unanimously approved the Merger Agreement and the Transactions. For a discussion of certain factors considered by the Enfusion Board in determining to approve the Merger Agreement and recommend that Enfusion Stockholders vote for the Merger Agreement Proposal, see the section titled “The Transactions—Enfusion’s Reasons for the Transactions; Recommendations of the Special Committee and the Enfusion Board.” A copy of the Merger Agreement is attached as Annex A to this Proxy Statement/Prospectus. You are urged to read the Merger Agreement carefully and in its entirety.

The Transactions are subject to the satisfaction of the conditions set forth in the Merger Agreement, including approval of the Merger Agreement Proposal by Enfusion Stockholders at the Special Meeting. Accordingly, the approval of the Merger Agreement Proposal by Enfusion Stockholders is a condition to the obligations of Clearwater and Enfusion to complete the Transactions.

The affirmative vote, virtually or by proxy, of the holders of at least a majority of the outstanding shares of Enfusion Common Stock and Enfusion Class B Common Stock entitled to vote on the Merger Agreement Proposal is required to approve the Merger Agreement Proposal.

THE ENFUSION BOARD UNANIMOUSLY RECOMMENDS THAT ENFUSION STOCKHOLDERS VOTE “FOR” THE MERGER AGREEMENT PROPOSAL.

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PROPOSAL 2: THE ADJOURNMENT PROPOSAL

Enfusion Stockholders are being asked to approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting.

If you sign and return a proxy and do not indicate how you wish to vote on any proposal, or if you indicate that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal, your shares of Enfusion Common Stock or Enfusion Class B Common Stock will be voted in favor of the Adjournment Proposal. If you indicate, however, that you wish to vote against the Merger Agreement Proposal, your shares of Enfusion Common Stock or Enfusion Class B Common Stock will only be voted in favor of the Adjournment Proposal if you indicate that you wish to vote in favor of the Adjournment Proposal. If the Special Meeting is so adjourned, Enfusion Stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use.

The affirmative vote, virtually or by proxy, of a majority of the votes properly cast by holders of shares of Enfusion Common Stock and Enfusion Class B Common Stock represented at the Special Meeting is required to approve the Adjournment Proposal.

THE ENFUSION BOARD UNANIMOUSLY RECOMMENDS THAT ENFUSION STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

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THE TRANSACTIONS

This section of the Proxy Statement/Prospectus describes the material aspects of the proposed Merger. This section may not contain all of the information that is important to you. You should carefully read this entire Proxy Statement/Prospectus and the documents incorporated by reference into this Proxy Statement/Prospectus, including the full text of the Merger Agreement, a copy of which is attached to this Proxy Statement/Prospectus as Annex A, for a more complete understanding of the proposed Merger and the transactions related thereto.

Effects of the Transactions

The Merger Agreement provides that, through a series of transactions including the Merger, the LLC Merger and, if certain conditions have been satisfied as of the Closing Date but prior to the Effective Time, the Second Merger, Enfusion or Acquirer (as successor in interest to Enfusion in the event the Second Merger occurs) will become a direct, wholly-owned subsidiary of Clearwater and Enfusion OpCo will become an indirect subsidiary of Clearwater.

LLC Merger

At Closing, Merger Sub II will merge with and into Enfusion OpCo. Enfusion OpCo will be the surviving entity of the LLC Merger (the “Surviving LLC”) and will become an indirect subsidiary of Clearwater. At the LLC Merger Effective Time:

Set forth below is a diagram depicting the structure of the LLC Merger.

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LLC Merger

Merger

Immediately after the LLC Merger Effective Time, Merger Sub will merge with and into Enfusion, with Enfusion surviving the Merger and becoming a direct, wholly-owned subsidiary of Clearwater. At the Effective Time:

Set forth below is a diagram depicting the structure of the Merger.

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Merger

Second Merger

Following the Effective Time and subject to the satisfaction of certain conditions in the Merger Agreement, the Surviving Corporation will merge with and into Acquirer, with Acquirer surviving the Second Merger as a direct, wholly-owned subsidiary of Clearwater. At the Second Effective Time:

Set forth below is a diagram depicting the structure of the Second Merger.

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Second Merger

Set forth below is a diagram depicting the structure following the completion of the Second Merger.

Final Structure

The parties chose the structure described and depicted above to permit the Merger and the Second Merger, taken together, to qualify as a “reorganization” under Section 368(a) of the Code, provided the other relevant conditions are met.

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Merger Consideration

At the Effective Time and the LLC Merger Effective Time, each Eligible Share (other than Eligible Shares (i) owned or held in the treasury of Enfusion or Enfusion OpCo, (ii) owned by a Dissenting Holder and (iii) owned by the Buyer Parties, Enfusion, Enfusion US 1, Inc., Enfusion US 2, Inc., Enfusion US 3, Inc. or any other subsidiary of Enfusion) will be converted into the right to receive, at the election of the holder of such Eligible Share and subject to the allocation procedures set forth in the Merger Agreement, the Merger Consideration. No fractional shares of Clearwater Common Stock will be issued, and Enfusion Stockholders will instead receive cash in lieu of fractional shares of Clearwater Common Stock.

The stock portion of the Merger Consideration will be subject to an adjustment mechanism based on the Final Parent Stock Price. If the Final Parent Stock Price is greater than $25.0133 and less than $30.5718, the Per Share Parent Stock Amount would be deemed to be between 0.2159 and 0.1766 and the implied Aggregate Consideration Per Share would be $11.25. If the Final Parent Stock Price is less than $25.0133, the Per Share Parent Stock Amount would be 0.2159 and the implied Aggregate Consideration Per Share would be less than $11.25. If the Final Parent Stock Price is greater than $30.5718, the Per Share Parent Stock Amount would be 0.1766 and the implied Aggregate Consideration Per Share would be greater than $11.25.

The total number of Eligible Shares to be entitled to receive the cash consideration will be equal to approximately 52% of the aggregate number of Eligible Shares, and the total number of Eligible Shares to be entitled to receive the stock consideration will be equal to approximately 48% of the aggregate number of Eligible Shares. Accordingly, depending on the elections made by other holders of Eligible Shares, you may receive a portion of the Merger Consideration in the form you did not elect. For example, if you elect to receive solely the cash consideration or solely the stock consideration, and all other holders of Eligible Shares make the same election, the consideration you receive will vary to the maximum extent possible compared to your original election. In such instance, you would receive the cash consideration in exchange for 52% of your Eligible Shares and the stock consideration in exchange for 48% of your Eligible Shares. The following examples illustrate the proration mechanism in the case of an oversubscription of either the cash consideration or the stock consideration (both if you elect solely the oversubscribed form of Merger Consideration and if you elect a combination of the cash consideration and the stock consideration). Note that for illustrative purposes, the following examples do not round shares to the nearest whole number.

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Each holder of record of Eligible Shares will, until the Election Deadline, be entitled to elect to (i) receive the Per Share Mixed Consideration, (ii) receive the Per Share Stock Consideration, (iii) receive the Per Share Cash Consideration or (iv) not make an election, in exchange for each Eligible Share that is outstanding immediately prior to the Effective Time. A holder of Eligible Shares who does not make an election will be treated as having elected to receive cash consideration or stock consideration in accordance with the proration methodology in the Merger Agreement, which is described in the section titled “The Merger Agreement—Effect of the Transactions—Proration and Allocation of Merger Consideration.”

As noted above, the value of the stock consideration will fluctuate as the market price of Clearwater Common Stock fluctuates because the stock consideration is payable in a fixed number of shares of Clearwater Common Stock. As a result, the value of the stock consideration that holders of Eligible Shares will receive upon completion of the Merger could be greater than, less than or the same as the value of the stock consideration on the date of this Proxy Statement/Prospectus, at the time of the Special Meeting or on the date on which holders of Eligible Shares make their election, but in any event, will be subject to a 10% collar when compared to the value of a share of Clearwater Common Stock, as agreed to among the parties in the Merger Agreement. Accordingly, Enfusion and Clearwater encourage you to obtain current stock price quotations for Clearwater Common Stock before deciding how to vote with respect to the Merger Agreement proposal. Clearwater Common Stock and Enfusion Common Stock trade on the New York Stock Exchange, under the symbols “CWAN” and “ENFN,” respectively.

At the Effective Time, each Enfusion Vested RSU will be cancelled at the Effective Time in exchange for the right of the holder to receive the 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 procedures described above. Each Enfusion Unvested RSU will be assumed by Clearwater and converted at the Effective Time into 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 will be 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.

Each Enfusion PSU that is outstanding as of immediately prior to the Effective Time and vests as a result of the consummation of the Transactions will be 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 does not vest at the Effective Time will be cancelled as of the Effective Time for no consideration.

Background of the Transactions

As part of the ongoing consideration and evaluation by Enfusion of its long-term strategic goals and plans, the Enfusion Board and management team periodically review, consider and assess Enfusion’s operations and financial performance, as well as overall industry, competitive and macroeconomic conditions, since they may affect those strategic goals and plans, with the goal of enhancing stockholder value. This review at times includes, among other things, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives.

Prior to the commencement of Enfusion’s strategic alternatives review process as described herein, members of Enfusion management from time to time received outreach from investors and companies in Enfusion’s sector. Management from time to time met with these investors and companies, including financial sponsor firms, in the ordinary course of business. For example, approximately four meetings of this nature occurred in 2024 prior to the commencement of Enfusion’s strategic alternatives process as described herein, all

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of which were with financial sponsor firms and none of which resulted in any proposals being made for a strategic transaction. Other than one of these meetings, which was with Party M (as defined herein), none of these meetings occurred with parties that would later participate in Enfusion’s strategic transaction process.

In addition, prior to the commencement of Enfusion’s strategic alternatives review process as described herein, members of Enfusion management and members of the Enfusion Board from time to time invited representatives of investment banks to present to the Enfusion Board in the ordinary course of business. Such investment banks were invited to share their views regarding Enfusion and its potential growth and valuation, as well as their views regarding potential strategic alternatives for Enfusion and potential strategic transactions (including both potential buy-side and sell-side transactions) that could be explored to create value for Enfusion Stockholders. For example, at a regularly scheduled meeting of the Enfusion Board on June 28, 2024, and at the invitation of the Enfusion Board, the Enfusion Board received reports from four investment banks, including Goldman Sachs, with respect to the matters described above.

On July 18, 2024, the Enfusion Board held a regularly scheduled meeting with representatives of Enfusion management in attendance. Enfusion management briefed the Enfusion Board on the actions that would need to be taken by Enfusion to move “up-market” (i.e., transform Enfusion’s business platform from primarily serving hedge fund customers to serving both institutional asset managers and hedge fund platforms) in order to continue or accelerate Enfusion’s revenue growth, as well as the costs, risks and uncertainties in pursuing such a move while continuing as a standalone public company. The Enfusion Board also received a general presentation from Enfusion management regarding the publicly known aspects of the TRA, including the deferred tax assets’ estimated balances (as publicly disclosed in Enfusion’s SEC filings) and the timeline for future TRA payments (as set forth in the TRA).

On July 19, 2024, the Enfusion Board held a regularly scheduled meeting with representatives of Enfusion management in attendance. The Enfusion Board discussed the views of the investment banks that had been shared during the June 28, 2024 meeting and the considerations for moving “up-market” that had been discussed at the July 18, 2024 meeting. The Board then met in executive session with Oleg Movchan, Enfusion’s chief executive officer, excused. During its executive session, the Enfusion Board determined to take preparatory steps towards the commencement of a strategic alternatives review process and directed Enfusion management to seek input from outside counsel related thereto.

On August 2, 2024, the Enfusion Board held a regularly scheduled meeting with representatives of Enfusion management and Enfusion’s outside counsel, Goodwin Procter LLP (“Goodwin”), in attendance. The Enfusion Board discussed preparatory steps towards the commencement of a strategic alternatives review process. Representatives of Goodwin discussed various scenarios and the possibility of forming a special committee of independent and disinterested directors in light of the facts and circumstances, including to proactively address the possibility that a prospective buyer might request rollover by certain stockholders of Enfusion of their equity interests in Enfusion and/or a waiver or reduction of the change-of-control payments due to the TRA Parties pursuant to the TRA. The Enfusion Board directed Goodwin to take steps that would assist with the formation of a special committee, including to assess each director’s independence to potentially serve on such a committee in light of the facts and circumstances, and to ascertain the strategic intentions of FTV IV, L.P. (“FTV”), ICONIQ Capital, LLC and/or certain affiliated investment entities (“ICONIQ”) and Oleg Movchan, as a representative of CSL Tech Holdings, LLC (“CSL Tech”), each of which is a stockholder of Enfusion and a recipient of certain payments under the TRA, including in connection with a change of control of Enfusion. Bradford E. Bernstein, a representative of FTV, Roy Luo a representative of ICONIQ, and Oleg Movchan, a representative of CSL Tech, were and are each a member of the Enfusion Board.

On August 9, 2024, the Enfusion Board held a meeting with representatives of Enfusion management and Goodwin in attendance. The Enfusion Board discussed the formation of a special committee and that, since one member of the Enfusion Board was not in attendance, a proposal to form such a committee would be presented for approval by the unanimous written consent of all members of the Enfusion Board. Representatives of

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Goodwin also reviewed certain declarations made by each of ICONIQ and Mr. Movchan, and to be made by FTV, at the request of the Enfusion Board. The declarations stated that, at that time, none of FTV, ICONIQ or Mr. Movchan had an interest in acquiring Enfusion or had an intention to proactively seek a rollover of their equity interests in Enfusion in a potential transaction and did not presently regard a rollover to be a condition to supporting a transaction and that they would promptly inform Goodwin if any of these declarations were to change. The declarations also stated that, unless approved in advance by the Special Committee, none of FTV, ICONIQ or Mr. Movchan would enter into discussions or negotiations with any potential buyer, nor with each other, regarding rollover, participating in any buyer group or any other treatment of their equity interests in Enfusion in a potential transaction, or the treatment of the TRA in a potential transaction. Representatives of Goodwin explained that Enfusion had received the declarations from ICONIQ and Mr. Movchan, but was awaiting a response from FTV. Each of FTV, ICONIQ and Mr. Movchan had also responded to a questionnaire that allowed the Enfusion Board to conclude that in connection with any potential transaction, FTV, ICONIQ and Mr. Movchan did not have an agreement to work together towards a common goal. The Enfusion Board then discussed the composition of the special committee and determined that five directors (including Lawrence Leibowitz) were independent of each of FTV, ICONIQ and Mr. Movchan, and that Mr. Leibowitz was independent of FTV despite certain professional and investing relationships with FTV. The Enfusion Board also discussed next steps with respect to the strategic alternatives review process. Following that discussion, the Enfusion Board authorized management to prepare a long-range plan and projections for Enfusion.

On August 15, 2024, the Enfusion Board formally formed the Special Committee comprised of Michael Spellacy, Kathleen Traynor DeRose, Jan R. Hauser, Mr. Leibowitz and Deirdre Somers. The Enfusion Board delegated to the Special Committee the authority to, among other things, (a) structure and direct the strategic alternatives review process, (b) solicit or cause the solicitation of proposals for a potential transaction or other alternative, (c) consider and evaluate all proposals that might be received by Enfusion in connection with a potential transaction or other alternative, (d) participate in and direct the negotiation of the terms and conditions of any potential transaction or other alternative, and authorize, monitor and exercise general oversight on behalf of Enfusion of any and all agreements (including confidentiality and standstill agreements), proceedings and activities of Enfusion involving, responding to or relating to any potential transaction or other alternative, (e) terminate any negotiations, discussions or consideration of, or reject, on behalf of Enfusion, any potential transaction or other alternative, (f) recommend to the Enfusion Board the advisability of entering into documents and agreements with respect to any potential transaction or other alternative, (g) provide to the Enfusion Board a recommendation as to whether the Enfusion Board should approve or disapprove of any potential transaction or other alternative, (h) monitor for, and take actions to resolve in accordance with the best interests of Enfusion and Enfusion Stockholders in their capacity as such, any developments or circumstances that would reasonably be expected to pose an actual or potential conflict of interest affecting any director, officer, agent, employee or stockholder of Enfusion relative to a potential transaction or other alternative, a potential counterparty with respect to a potential transaction or other alternative, and (i) engage the Special Committee’s own financial and legal advisors in connection with the foregoing. The Enfusion Board further resolved that the Enfusion Board would not approve a strategic transaction without a prior favorable recommendation of such transaction by the Special Committee.

On August 16, 2024, the Special Committee held its inaugural meeting with representatives of Goodwin and the General Counsel and Assistant General Counsel of Enfusion in attendance. The Special Committee interviewed law firms, including Dechert LLP (“Dechert”), to potentially serve as outside counsel to the Special Committee.

On August 23, 2024, the Special Committee held a meeting with the General Counsel and Assistant General Counsel of Enfusion in attendance. The Special Committee determined to select Dechert to serve as outside counsel to the Special Committee based on Dechert’s expertise and other qualifications, including knowledge of the industry in which Enfusion operates and experience advising technology companies and special committees in connection with the review and implementation of strategic alternatives, including strategic transactions.

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On August 27, 2024, FTV confirmed that, at that time, FTV did not have an interest in acquiring Enfusion or have an intention to proactively seek a rollover of their shares in a potential transaction and that FTV did not presently regard a rollover to be a condition to supporting a transaction and that FTV would promptly inform Goodwin if any of these declarations were to change. FTV also confirmed that, unless approved in advance by the Special Committee, FTV would not enter into discussions or negotiations with any potential buyer, nor with ICONIQ or Mr. Movchan, regarding rollover, participating in any buyer group or the treatment otherwise of their equity interests in Enfusion in a potential transaction, or the treatment of the TRA in a potential transaction.

On August 30, 2024, the Special Committee held a meeting with representatives of Dechert in attendance. By invitation of the Special Committee, the other members of the Enfusion Board, certain members of Enfusion management and representatives of Goodwin were also in attendance. The Special Committee reviewed a long-range plan and projections for Enfusion that had been prepared by Enfusion management at the request of the Enfusion Board at the August 8, 2024 board meeting and determined that it would continue to review the long-range plan and projections, but that the long-range plan and projections could be provided to the investment banks that the Special Committee would interview as potential financial advisors to it in connection with a strategic alternatives review process. After the other members of the Enfusion Board, members of Enfusion management and representatives of Goodwin exited the meeting, the Special Committee continued the meeting with representatives of Dechert, during which they reviewed considerations for selecting a financial advisor.

On September 1, 2024 and September 2, 2024, representatives of Dechert conducted interviews of each of the then-current members of the Special Committee to assess each director’s independence to continue to serve on the Special Committee.

On September 2, 2024, the Special Committee formally engaged Dechert as the Special Committee’s independent legal advisor. Representatives of Dechert confirmed their view that Dechert had no disabling conflicts of interest and that any relationships with related parties would not affect the ability of Dechert to fulfill its responsibilities as the Special Committee’s legal counsel.

On September 4, 2024 and September 6, 2024, the Special Committee, with representatives of Dechert in attendance, interviewed representatives of four investment banks, including Goldman Sachs, to consider their qualifications for a possible engagement to serve as financial advisor to the Special Committee in connection with a strategic alternatives review process. Among other things, each bank presented its qualifications, independence, overall expertise and reputation in the investment banking industry, recommendations on approach for a special committee engagement, understanding of Enfusion’s business and TRA, and experience with strategic alternatives review processes and proposed approach to such a process. The three investment banks other than Goldman Sachs provided relationship disclosures for the Special Committee’s review prior to their meetings with the Special Committee. At their meeting with the Special Committee, representatives of Goldman Sachs informed the Special Committee that they believed there were no facts or circumstances that would limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Special Committee in connection with the contemplated engagement, and that a formal relationship disclosure would be forthcoming.

On September 4, 2024, the Special Committee held a meeting with representatives of Dechert in attendance. Mr. Leibowitz was not in attendance. Representatives of Dechert briefed the Special Committee on the interviews Dechert had conducted with each of the members of the Special Committee to assess each director’s independence to continue to serve on the Special Committee. The Special Committee considered that Mr. Leibowitz had certain professional and investing relations with FTV, which the Special Committee determined were immaterial. Nevertheless, the Special Committee also determined that, although it believed that Mr. Leibowitz was independent of FTV, ICONIQ and Mr. Movchan, it would recommend that the Enfusion Board re-approve the composition of the Special Committee to include all the current members thereof, except Mr. Leibowitz, out of an abundance of caution. After the September 4 meeting, Mr. Leibowitz did not attend meetings of the Special Committee or otherwise participate as a member of the Special Committee. On October 1, 2024, the Enfusion Board formally approved such recommendation and the Special Committee’s composition of Mr. Spellacy, Ms. DeRose, Ms. Hauser and Ms. Somers.

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On September 8, 2024, Goldman Sachs provided the Special Committee with a customary relationship disclosure letter, which included disclosures related to Goldman Sachs’ relationships with Enfusion, the following Enfusion stockholders: FTV, ICONIQ, Mr. Movchan, Brown Capital Management, LLC and certain other TRA holders.

On September 10, 2024, the Special Committee held a meeting with representatives of Dechert in attendance. By invitation of the Special Committee, certain members of Enfusion management and Mr. Leibowitz were also in attendance. The Special Committee, members of Enfusion management and Mr. Leibowitz discussed management and Mr. Leibowitz’s views of the investment banks the Special Committee interviewed. After members of Enfusion management and Mr. Leibowitz departed the meeting, the Special Committee determined to invite Goldman Sachs and one other investment bank for a follow-up interview to assess which investment bank it would select to serve as its financial advisor. The Special Committee also reviewed the relationship disclosure letters of the investment banks, including Goldman Sachs, and did not identify any facts or circumstances that the Special Committee believed would limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Special Committee in connection with the contemplated engagement. Representatives of Dechert discussed with the Special Committee its fiduciary duties under Delaware law in connection with a strategic alternatives review process, including in the event that FTV, ICONIQ, Mr. Movchan or any of the other beneficiaries under the TRA may be viewed as conflicted in a transaction, whether in their capacity as stockholders of Enfusion, as members of management of Enfusion (if applicable) or as TRA Parties. Representatives of Dechert also reviewed a draft of certain management guidelines prepared by Dechert on behalf of the Special Committee (the “Management Guidelines”). Among other things, the Management Guidelines provided that the Special Committee would oversee and manage the strategic alternatives review process and that management would act at the direction of the Special Committee and not take certain actions, including entering into discussions or negotiations with any potential counterparty regarding equity participation in (including by way of a “rollover”), or voting, tender or other support for, a transaction, or discussing any terms of employment or compensation in respect of a transaction, or negotiating the TRA in connection with a transaction, in each case without the authorization of the Special Committee. At the direction of the Special Committee, representatives of Dechert shared the Management Guidelines with the General Counsel and Assistant General Counsel of Enfusion for their review prior to distribution to the broader Enfusion management team.

On September 13, 2024, the Special Committee held a meeting with representatives of Dechert in attendance. The Special Committee reviewed certain supplementary materials provided by Goldman Sachs and another investment bank that had been provided in advance of the follow-up interviews that had been scheduled for later that day. Representatives of Dechert reviewed a strategy that Enfusion could implement if there were any leaks with respect to a potential transaction. The Special Committee also determined that the chair of the Special Committee should serve as a liaison between the Special Committee and Enfusion management for any administrative matters that would require expeditious action by the Special Committee. The Special Committee directed representatives of Dechert to update the Management Guidelines accordingly.

Later on September 13, 2024, the Special Committee held a follow-up interview with two investment banks, including Goldman Sachs.

Later on September 13, 2024, the Special Committee held a meeting with representatives of Dechert in attendance. The Special Committee determined to proceed to engage Goldman Sachs as the Special Committee’s financial advisor based on Goldman Sachs’ qualifications, reputation, independence and expertise, including knowledge of the industry in which Enfusion operates and experience advising technology companies and special committees in connection with the review and implementation of strategic alternatives, including strategic transactions, and further directed Dechert to negotiate an engagement letter with Goldman Sachs.

On September 16, 2024, at the direction of the Special Committee, representatives of Dechert shared the revised Management Guidelines with the General Counsel and Assistant General Counsel of Enfusion for further distribution to the management team of Enfusion.

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On September 19, 2024, the closing price for shares of Enfusion Common Stock on the NYSE was $8.55 per share (the “Unaffected Price”). The next day, on September 20, 2024, prior to the close of trading, Reuters published an article stating that Enfusion was in talks with investment banks to evaluate options that could include a potential sale. The closing price for shares of Enfusion Common Stock on September 20, 2024, was $8.98 per share.

On September 23, 2024, the Special Committee held a meeting with representatives of Dechert in attendance. Representatives of Dechert briefed the Special Committee on the negotiations of the engagement letter with Goldman Sachs. The Special Committee also delegated certain authority to the chair of the Special Committee, including that the chair could make decisions on behalf of the Special Committee with respect to certain administrative matters. The Special Committee discussed the September 20, 2024 Reuters article and the leak strategy that the Special Committee had previously reviewed with representatives of Dechert and directed Dechert to instruct Enfusion management to respond with “no comment” to any related inquiries from the press or other third parties. Representatives of Goldman Sachs then joined the meeting and made a presentation to the Special Committee, including regarding a potential strategic alternatives review process. The Special Committee discussed that the purpose of the Special Committee at that time was to review all strategic alternatives and was not necessarily to initiate a sale process, but instead to determine whether it was the right time, in view of the best interests of Enfusion Stockholders generally, to explore a sale of Enfusion or another strategic alternative to remaining a standalone company. The Special Committee directed representatives of Goldman Sachs to promptly prepare an analysis to assist the Special Committee in its review of all strategic alternatives, including whether it was the right time to explore a sale of Enfusion or another strategic alternative.

Later on September 23, 2024, the Special Committee formally engaged Goldman Sachs as the financial advisor to the Special Committee.

On September 27, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on their work to assist the Special Committee in its review with Enfusion management of the preliminary long-range plan and projections that Enfusion management had prepared for Enfusion. The Special Committee provided representatives of Goldman Sachs with feedback to relay to management regarding the long-range plan and projections for Enfusion. Representatives of Goldman Sachs updated the Special Committee on unsolicited and general inbound communications of interest from parties potentially interested in pursuing a transaction with Enfusion.

On October 4, 2024, the Special Committee held a meeting with representatives of Dechert in attendance. Representatives of Dechert reviewed certain considerations that could be relevant to the Special Committee’s review of all strategic alternatives, including considerations relating to their fiduciary duties to Enfusion and Enfusion Stockholders. Representatives of Goldman Sachs then joined the meeting and briefed the Special Committee on their work to assist the Special Committee in its review of all strategic alternatives. The Special Committee also reviewed the preliminary long-range plan and projections for Enfusion that had been prepared by Enfusion management and discussed the assumptions underlying that plan. The Special Committee provided representatives of Goldman Sachs with feedback to relay to management regarding the long-range plan and projections for Enfusion. Representatives of Goldman Sachs updated the Special Committee on inbound indications of interest from parties potentially interested in pursuing a transaction with Enfusion.

On October 11, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs shared their views as to Enfusion’s strategic alternatives, including whether it was the right time to explore a sale of Enfusion or another strategic alternative to the standalone plan. Representatives of Goldman Sachs also shared their preliminary financial analysis perspectives. The Special Committee reviewed the preliminary long-range plan and projections for Enfusion that had been prepared by Enfusion management and discussed the assumptions underlying that plan. Representatives of Goldman Sachs discussed 21 financial sponsors and 19 strategic parties that the Special Committee could include

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in a strategic transaction process and made recommendations to the Special Committee about what parties should be included in the strategic transaction process, if the Special Committee determined to proceed with such a process, based on, among other things, the parties’ demonstrated and perceived interest in a potential transaction with Enfusion, ability to finance a potential transaction, investment strategy and history and appetite for mergers and acquisitions. After representatives of Goldman Sachs exited the meeting, the Special Committee further discussed these matters with representatives of Dechert. Following such discussion, the Special Committee unanimously determined that a strategic transaction process would be in the best interest of the Enfusion Stockholders, determined to launch such a process, authorized representatives of Goldman Sachs to contact the recommended prospective bidders and approved the preliminary long-range plan and projections for Enfusion that had been prepared by Enfusion management to be used by Goldman Sachs in its financial analysis and shared with potential bidders in the strategic transaction process.

On October 18, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the bidder outreach that representatives of Goldman Sachs had conducted, and reviewed the confidential information memorandum that would be shared with prospective bidders and used at management meetings with those prospective bidders in the coming weeks.

On October 20, 2024, Enfusion entered into a confidentiality agreement with each of Party A and Party B, each a financial sponsor firm. The terms of the confidentiality agreements with all prospective bidders contained customary provisions, including standstill provisions (which did not include “don’t ask, don’t waive” provisions).

Over the course of the weeks of October 21 and October 28, 2024, representatives of Enfusion management and Goldman Sachs held a number of management meetings with prospective bidders who had executed confidentiality agreements, including Clearwater.

On October 21, 2024, Enfusion entered into a confidentiality agreement with each of Party C and Party D, each a financial sponsor firm.

On October 22, 2024, Enfusion entered into a confidentiality agreement with each of Party E, Party F and Party G, each a financial sponsor firm. Party E and Party H (collectively, the “Party E Consortium”) requested permission to proceed as co-bidders so they could cooperate to produce a more competitive bid, and the Special Committee granted such permission, subject to Party H executing a separate confidentiality agreement.

On October 23, 2024, Enfusion entered into a confidentiality agreement with each of Clearwater, and Party H, Party I, Party J and Party K, each a financial sponsor firm.

On October 25, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the management meetings with potential counterparties and representatives of Goldman Sachs that had occurred during the previous week.

Later on October 25, 2024, Enfusion entered into a confidentiality agreement with each of Party L and Party M, each a financial sponsor firm.

Also on October 25, 2024, Party J declined to further engage in the sale process, citing that Enfusion’s revenue retention profile would be challenging to underwrite.

On October 26, 2024, Enfusion entered into a confidentiality agreement with Party N, a financial sponsor firm.

On October 27, 2024, Enfusion entered into a confidentiality agreement with Party O, a financial sponsor firm.

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On October 28, 2024, Party G declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite, and citing complications related to their ownership of a competitor company.

On October 29, 2024, at the direction of the Special Committee, representatives of Goldman Sachs asked Enfusion’s management and Enfusion’s tax advisor, Deloitte Tax LLP, to prepare a high-level summary of the estimated early termination payment under the TRA at certain per share valuations (the “TRA Guidance”).

On October 30, 2024, Enfusion entered into a confidentiality agreement with Party P, a strategic counterparty.

On October 31, 2024, the Enfusion Board held a regularly scheduled meeting with representatives of Enfusion management in attendance. The Enfusion Board was provided with an update on Enfusion’s financial results for the third quarter of 2024 and financial guidance for the full year 2024 based on then-current market conditions and expectations.

On November 1, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the management meetings with potential counterparties and representatives of Goldman Sachs and other activity that had occurred during the previous week.

Prior to the commencement of trading on the NYSE on November 4, 2024, Enfusion announced its financial results for the third quarter of 2024 and provided financial guidance for the full year 2024 based on then-current market conditions and expectations. Enfusion announced that it expected GAAP revenues for the full year 2024 to be between $202 million and $205 million, which had been updated from Enfusion’s previous guidance of between $200 million and $210 million.

Over the course of the weeks of November 4 and November 11, 2024, representatives of Enfusion management and Goldman Sachs held a number of follow-up meetings with potential counterparties.

On November 6, 2024, Enfusion entered into a confidentiality agreement with Party Q, a financial sponsor firm.

Also on November 6, 2024, at the direction of the Special Committee, representatives of Goldman Sachs distributed a bid process letter to each of Clearwater, Party A, Party B, Party C, Party D, the Party E Consortium, Party F, Party I, Party K, Party L, Party M, Party N, Party O, Party P and Party Q, which requested first-round proposals by November 19, 2024. The process letter instructed bidders to specify the amount of consideration they would pay and to assume a fixed total dollar value to terminate the TRA, derived from the TRA Guidance (to be provided to the prospective bidders prior to the bid date) and any independent calculations by the prospective bidder, and to confirm in writing that, in the event and to the extent the acceleration of payments associated with the TRA were waived in full or in part, the full waived value would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. The process letter also requested that bidders indicate whether they were pre-conditioning their bids and a potential transaction irrevocably on approval by the Special Committee and a majority of the unaffiliated Enfusion Stockholders.

On November 7, 2024, Enfusion entered into a confidentiality agreement with Party R, a financial sponsor firm. At the direction of the Special Committee, representatives of Goldman Sachs distributed a bid process letter to Party R.

On November 8, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the engagement with bidders that had occurred during the previous week.

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On November 12, 2024, Party F declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

On November 13, 2024, Party O declined to further engage in the sale process, citing that Enfusion’s business was not a focus area for the company at this time.

Also on November 13, 2024, Party M declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

Also on November 13, 2024, at the direction of the Special Committee, representatives of Goldman Sachs made the TRA Guidance available to potential bidders, so the potential bidders could reference the estimated TRA payment obligations when preparing their bids. The TRA Guidance provided that bidders should assume the early termination payments due under the terms of the TRA based on the per share price as follows: $131.4 million for a purchase price of $10.00 per share, $144.3 million for a purchase price of $12.00 per share, $157.2 million for a purchase price of $14.00 per share, $170.1 million for a purchase price of $16.00 per share, $183.0 million for a purchase price of $18.00 per share and $195.9 million for a purchase price of $20.00 per share.

On November 14, 2024, Party I declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

On November 15, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the engagement with bidders that had occurred during the previous week and expectations with respect to which potential counterparties would submit a bid by the November 19, 2024 deadline. After representatives of Goldman Sachs exited the meeting, the Special Committee discussed with representatives of Dechert what bid information could be shared with FTV, ICONIQ and Mr. Movchan, assuming they had not changed their previously stated intentions with respect to a potential transaction. The Special Committee discussed and determined that it would be in the best interest of the strategic transaction process to share high level information about each bid with FTV and ICONIQ because the Special Committee was unlikely to recommend proceeding with any transaction unless it was reasonably certain that each of FTV, ICONIQ and Mr. Movchan would be supportive of such transaction given each stockholder’s voting power and that any bidder would likely condition signing a definitive merger agreement on receipt of a voting and support agreement from each of FTV, ICONIQ and Mr. Movchan.

Also on November 15, 2024, Party B declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

On November 16, 2024, Party N declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

On November 18, 2024, Party D declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

Also on November 18, 2024, Party Q declined to further engage in the sale process, citing that Enfusion’s business was not a focus area for the company at this time.

On November 19, 2024, Clearwater submitted a written non-binding indication of interest to acquire 100% of the outstanding capital stock of Enfusion for $11.50 per share of Enfusion Common Stock, assuming that Clearwater would pay no more than $50 million to terminate the TRA and that any additional waived value beyond such amount would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. Based on the information available to it, the Special Committee determined that this indication of interest equated to a per share price of approximately $10.82 if no portion of the TRA was waived. This proposed price of $10.82 implied

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a premium to the Unaffected Price of approximately 26.5% (the “Clearwater November 19 Proposal”). The Clearwater November 19 Proposal indicated that to fund the transaction, Clearwater expected to use $180 million of the cash on its balance sheet, issue up to $500 million in debt and issue approximately $900 million of equity.

Also on November 19, 2024, the Party E Consortium submitted a written non-binding indication of interest to acquire 100% of the outstanding capital stock of Enfusion for $10.25 per share of Enfusion Common Stock in cash, assuming that no portion of the TRA was waived, but confirming that to the extent payments under the TRA were waived, then the waived amount would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. The Party E Consortium proposed to finance the acquisition with a combination of equity and debt. This proposed price of $10.25 implied a premium to the Unaffected Price of approximately 20.0% (the “Party E Consortium November 19 Proposal”).

Also on November 19, 2024, Party L submitted a written non-binding indication of interest to acquire 100% of the outstanding capital stock of Enfusion for between $10.00 and $10.75 per share of Enfusion Common Stock in cash, assuming that no portion of the TRA was waived, but confirming that to the extent payments under the TRA were waived, then the waived amount would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. This proposed price range of $10.00 to $10.75 implied a premium to the Unaffected Price of approximately 17.0% to 25.7%.

Each of the first-round proposals submitted by Clearwater, the Party E Consortium, Party L and Party P (discussed below) agreed that, if a transaction would warrant the application of the framework set forth in the Delaware Supreme Court’s decision in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), then the bidder would condition its proposal on approval of both (a) a Special Committee of disinterested and independent directors and (b) a majority of the outstanding shares held by Enfusion Stockholders unaffiliated with the TRA Parties and other applicable Enfusion Stockholders.

Also on November 19, 2024, Party C declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

Also on November 19, 2024, Party A declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

Also on November 19, 2024, Party R declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

On November 21, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the three bids that had been received to date. Representatives of Goldman Sachs also reported that Party P had indicated that it would be submitting a bid in the coming days. The Special Committee and representatives of Dechert and Goldman Sachs discussed the bids and Enfusion’s prospects to continue as a standalone public company. The Special Committee determined that all four parties should continue to a second round of the bidding process.

Later on November 21, 2024, Party P verbally indicated to representatives of Goldman Sachs that it would be submitting a written non-binding indication of interest to acquire 100% of the outstanding capital stock of Enfusion for between $9.50 and $10.50 per share of Enfusion Common Stock in cash, assuming that no portion of the TRA was waived. This proposed price range of $9.50 to $10.50 implied a premium to the Unaffected Price of approximately 11.1% to 22.8% (the “Party P November 21 Proposal”).

Later on November 21, 2024, after confirming that each of FTV, ICONIQ and Mr. Movchan’s previously stated intentions had not changed, representatives of Dechert and Goldman Sachs held a meeting with Mr. Movchan and representatives of FTV and ICONIQ during which representatives of Dechert and Goldman Sachs informed Mr. Movchan and representatives of FTV and ICONIQ of the nature of the first round bids that

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had been received, including the names of the bidders, the share prices proposed by each bidder and the share price assuming no waiver and assuming full or partial waiver of the TRA. FTV, ICONIQ and Mr. Movchan were informed that Clearwater had assumed a $50 million early termination payment due pursuant to the TRA upon a change of control. The Special Committee determined that it would be in the best interest of the strategic transaction process to share such information because the Special Committee did not want to proceed to negotiate the final terms of a potential transaction unless it was reasonably certain that each of FTV, ICONIQ and Mr. Movchan would be supportive of such transaction given each stockholder’s voting power and that each of Clearwater and the Party E Consortium had noted that they would expect, as a condition to signing a definitive merger agreement, to receive a voting and support agreement from each of FTV, ICONIQ and Mr. Movchan.

On November 22, 2024, representatives of Goldman Sachs participated in calls with representatives of each of Clearwater, the Party E Consortium, Party L and Party P to inform them that they would be moving forward to the next round of the strategic transaction process.

On November 25, 2024, access to a confidential data room was provided to Clearwater, the Party E Consortium, Party L and Party P.

On November 27, 2024, following Party P’s verbal indication of interest on November 21, 2024, Party P submitted a written non-binding indication of interest confirming such verbal indication of interest.

Over the course of the weeks of December 2, December 9 and December 16, 2024, representatives of Enfusion management and Goldman Sachs held a number of follow-up meetings with Clearwater, the Party E Consortium and Party P.

On December 2, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the engagement with bidders that had occurred during the previous week. Representatives of Dechert reviewed with the Special Committee a draft merger agreement that Dechert had prepared. Representatives of Dechert noted that the draft did not include a closing condition for the approval of a majority of the outstanding shares held by Enfusion Stockholders unaffiliated with the TRA Parties and other applicable Enfusion Stockholders, but that representatives of Dechert would continue to monitor the process to determine if such a condition would be advisable. The Special Committee authorized Dechert to share the draft merger agreement with Clearwater, the Party E Consortium, Party L and Party P.

On December 3, 2024, legal counsel to ICONIQ informed representatives of Dechert that ICONIQ’s stated intention had changed and that ICONIQ would condition its support for any transaction on the opportunity to engage in discussions with the proposed buyer regarding a potential rollover of ICONIQ’s investment in the post-closing Enfusion entity.

On December 4, 2024, at the direction of the Special Committee and at the request of the Party E Consortium, Mr. Movchan participated in a dinner meeting with certain representatives of the Party E Consortium in Miami, Florida. At the direction of the Special Committee, a representative of Goldman Sachs also attended the dinner. The participants at the dinner discussed the business and prospects of Enfusion.

On December 5, 2024, at the Special Committee’s direction, representatives of Goldman Sachs shared a draft merger agreement with Clearwater, the Party E Consortium, Party L and Party P.

Later on December 5, 2024, legal counsel to FTV informed representatives of Dechert that FTV’s stated intention had changed and that FTV was requesting permission from the Special Committee to discuss a potential investment by a different fund in the post-closing Enfusion entity following any transaction or potential participation in a buyer group by a different fund, but that FTV did not presently regard a rollover or an opportunity for a different fund to invest or participate in the buyer group to be a condition to supporting a transaction. FTV reconfirmed that, unless approved in advance by the Special Committee, FTV would not enter

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into discussions or negotiations with any potential buyer, nor with ICONIQ or Mr. Movchan, regarding rollover, participating in any buyer group or the treatment otherwise of their equity interests in Enfusion in a potential transaction, or the treatment of the TRA in a potential transaction.

On December 6, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the engagement with bidders that had occurred during the previous week. Representatives of Goldman Sachs and Dechert informed the Special Committee of the change in FTV’s and ICONIQ’s intentions. The Special Committee determined that it would not at this time allow any discussions to occur between FTV or ICONIQ, on the one hand, and a potential counterparty, on the other hand, with respect to a rollover or other investment in the post-closing Enfusion entity and that the Special Committee would inform FTV and ICONIQ when, if ever, such discussions could occur.

Later on December 6, 2024, at the direction of the Special Committee, representatives of Enfusion management and Goldman Sachs participated in a management meeting with representatives of the Party E Consortium and Party E’s investment committee.

Later on December 6, 2024, representatives of Goldman Sachs informed the Special Committee that the Party E Consortium had requested a meeting with Mr. Bernstein, in his capacity as a representative of FTV and as a member of the Enfusion Board, Mr. Luo, in his capacity as a representative of ICONIQ and as a member of the Enfusion Board, and the chair of the Special Committee. The Special Committee determined to permit the meeting, subject to the parties’ adherence to guidance from the Special Committee.

On December 11, 2024, at the direction of the Special Committee, representatives of Party E participated in a meeting with representatives of Goldman Sachs, Dechert, FTV and ICONIQ and the chair of the Special Committee. Representatives of FTV and ICONIQ discussed the history of their investment in Enfusion and their views with respect to Enfusion’s growth and strategy. Dechert distributed guidelines to representatives of Goldman Sachs, FTV and ICONIQ in advance of the meeting that instructed representatives of FTV and ICONIQ to refrain from discussing certain matters, including potential rollover or similar agreements or voting and support agreements.

Later on December 11, 2024, representatives of Goldman Sachs requested that representatives of Clearwater provide the Special Committee with a revised proposal by no later than December 19, 2024.

On December 12, 2024, representatives of Goldman Sachs requested that representatives of Party P provide the Special Committee with a revised proposal by no later than December 19, 2024.

On December 13, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the engagement with bidders that had occurred during the previous week. The Special Committee authorized representatives of Goldman Sachs to formally solicit second round proposals from each of Clearwater, the Party E Consortium, Party L and Party P. The Special Committee also discussed the timing for a negotiation of a full or partial waiver of the early termination payments due pursuant to the TRA upon a change of control and determined that the negotiation should occur after the Special Committee had received final bids from each potential counterparty. Representatives of Dechert provided customary supplemental relationship disclosures with respect to Enfusion, FTV, ICONIQ, Mr. Movchan, the other TRA Parties and other potential counterparties, which the Special Committee determined yielded no disabling conflicts of interest and would not affect the ability of Dechert to fulfill its responsibilities as the Special Committee’s legal counsel. In addition, Goldman Sachs provided customary supplemental relationship disclosures with respect to Enfusion, FTV, ICONIQ, Mr. Movchan and other potential counterparties. The Special Committee reviewed such supplemental relationship disclosures and did not identify any facts or circumstances that the Special Committee believed would limit the ability of Goldman Sachs to fulfill its responsibilities as financial advisor to the Special Committee in connection with the Transactions.

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Later on December 13, 2024, the Party E Consortium submitted a written offer to acquire 100% of the outstanding capital stock of Enfusion for $10.50 per share of Enfusion Common Stock in cash, assuming that no portion of the TRA was waived. This proposed price of $10.50 implied a premium to the Unaffected Price of approximately 22.85% (the “Party E Consortium December 13 Proposal”). The Party E Consortium December 13 Proposal enclosed a markup of the draft merger agreement, a draft equity commitment letter and limited guarantee and a draft exclusivity agreement seeking exclusivity through at least December 23, 2024. The Party E Consortium December 13 Proposal noted that Party E Consortium would provide an equity commitment letter to cover all the merger consideration payable to Enfusion equityholders. Based on feedback provided at the direction of the Special Committee by representatives of Goldman Sachs to representatives of the Party E Consortium, the Party E Consortium December 13 Proposal noted that the Party E Consortium would not require pre-signing discussions with respect to a potential rollover by existing Enfusion Stockholders, though representatives of Goldman Sachs noted that the Party E Consortium continued to verbally request to have such discussions. The Party E Consortium indicated in its offer that it would not proceed with its final diligence or its increased offer unless it received a countersigned exclusivity agreement by noon Eastern Time on December 16, 2024.

On December 15, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the most recent bid by the Party E Consortium and their interactions with representatives of the Party E Consortium and Clearwater over the preceding weeks. Representatives of Dechert briefed the Special Committee on the issues raised by the transaction documents provided by the Party E Consortium. The Special Committee discussed considerations to take into account in light of the fact that the Party E Consortium had proposed an all-cash offer and was more likely to be able to promptly sign a definitive merger agreement and that Clearwater could potentially propose an attractive offer that was comprised of both cash and Clearwater Common Stock and that it could take more time for Clearwater to be able to sign a definitive merger agreement.

Later on December 15, 2024, at the direction of the Special Committee, representatives of Goldman Sachs communicated to representatives of the Party E Consortium that the Party E Consortium December 13 Proposal was inadequate with respect to price and the Special Committee would not be granting the Party E Consortium exclusivity. Representatives of Goldman Sachs also noted to representatives of the Party E Consortium certain issues raised by its markup of the draft merger agreement.

On December 19, 2024, Clearwater submitted a written non-binding indication of interest to acquire 100% of the outstanding capital stock of Enfusion for $11.75 per share, approximately 61% of which to be paid in cash and 39% to be paid in Clearwater Common Stock, assuming that Clearwater would pay no more than $50 million to terminate the TRA and that any additional waived value beyond such amount would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. Based on the information available to it, the Special Committee determined that this indication of interest equated to a per share price of approximately $11.09 if no portion of the TRA was waived. This proposed price of $11.09 implied a premium to the Unaffected Price of approximately 29.7% (the “Clearwater December 19 Proposal”). The Clearwater December 19 Proposal noted that Clearwater expected voting and support agreements to be entered into at signing by certain of Enfusion’s stockholders.

On December 20, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including their most recent interactions with the Party E Consortium, Party P and Clearwater. Representatives of Goldman Sachs also briefed the Special Committee on certain financial information relating to management’s updated expectations for the financial performance of Enfusion for the fourth quarter of 2024 and the full year 2024.

Also on December 20, 2024, Party P declined to further engage in the sale process, citing that Enfusion’s financial profile would be challenging to underwrite at a competitive valuation.

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On December 21, 2024, Sandeep Sahai, the Chief Executive Officer of Clearwater, indicated to representatives of Goldman Sachs that (a) Clearwater’s counsel expected to send a revised draft merger agreement to Dechert the following week, (b) Clearwater believed that it could sign a definitive merger agreement before the end of the year, (c) Clearwater had received a draft “Highly Confident Letter” and that Clearwater believed it would have a full financing commitment before signing a definitive agreement and (d) if the Special Committee was supportive of Clearwater’s proposal, Clearwater would propose an exclusivity period of 10 days to work towards the signing of a definitive agreement providing for a transaction.

Later on December 21, 2024, at the direction of the Special Committee, representatives of Goldman Sachs called representatives of Clearwater to inform them that the strategic transaction process continued to be competitive and that therefore the Special Committee would not be granting exclusivity to Clearwater, but that the Special Committee and its advisors would continue to work with Clearwater towards a potential transaction.

On December 22, 2024, at the direction of the Special Committee, representatives of Goldman Sachs shared with Clearwater and the Party E Consortium certain financial information relating to management’s updated expectations for the financial performance of Enfusion for the fourth quarter of 2024 and the full year 2024.

Later on December 22, 2024, at the direction of the Special Committee, representatives of Dechert sent a revised draft merger agreement to representatives of Kirkland & Ellis LLP, outside counsel to Clearwater (“Kirkland”). The revised draft of the merger agreement reflected an all-cash potential transaction and representatives of Dechert communicated to representatives of Kirkland that they should update the draft merger agreement to the extent Clearwater intended to propose a mixed cash and stock consideration transaction.

Later on December 22, 2024, Clearwater requested that access to Enfusion’s data room be given to certain employees of J.P. Morgan as a potential financing source so that J.P. Morgan could continue to advance the work needed to provide committed financing in respect of a potential transaction. At the direction of the Special Committee, such access was granted.

On December 23, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including their most recent interactions with the Party E Consortium and Clearwater.

Later on December 23, 2024, at the direction of the Special Committee, representatives of Clearwater participated in a meeting with representatives of Enfusion management and Goldman Sachs at which the participants discussed the expected financial performance of Enfusion for the fourth quarter of 2024 and the full year 2024. Following such meeting, representatives of Clearwater indicated to representatives of Goldman Sachs that the expected financial information had been concerning, but that Clearwater remained interested in pursuing a potential transaction and then Clearwater requested certain additional financial and other information to factor into its proposed valuation for such transaction. Representatives of Clearwater also proposed to representatives of Goldman Sachs that Clearwater would change the split in cash and stock to 50%/50%. Representatives of Clearwater requested exclusivity through January 3, 2025 and noted that they expected Kirkland to send a revised draft merger agreement to Dechert on December 24, 2024. Representatives of Clearwater also noted that J.P. Morgan as a potential financing source had performed significant work and that Clearwater expected that J.P. Morgan would be able to provide committed debt financing for a potential transaction.

Later on December 23, 2024, and following the Party E Consortium’s review of Enfusion’s financial performance for the fourth quarter of 2024 and the full year 2024, the Party E Consortium submitted a revised written offer to acquire 100% of the outstanding capital stock of Enfusion at $10.25 per share of Enfusion Common Stock in cash, assuming that all payments under the TRA would be waived, which the Party E Consortium referred to as its “best and final offer”. Based on the information available to it, the Special Committee determined that this indication of interest equated to a per share price of approximately $9.29 if no

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portion of the TRA was waived. This proposed price of $9.29 implied a premium to the Unaffected Price of approximately 8.7% (the “Party E Consortium December 23 Proposal”). The offer noted that the Party E Consortium would provide an equity commitment letter to cover all the merger consideration payable to Enfusion equityholders. The Party E Consortium December 23 Proposal also noted that the Party E Consortium would target January 8, 2025 for the signing of a definitive merger agreement and public announcement of a potential transaction and that the Party E Consortium would not require any existing Enfusion Stockholders to roll over their investment, and representatives of the Party E Consortium stated that they would not need to have pre-signing conversations with any Enfusion Stockholders to discuss the possibility of a rollover. In addition, the Party E Consortium December 23 Proposal set forth the Party E Consortium’s position on certain outstanding points in the draft merger agreement and noted that the Party E Consortium expected voting and support agreements to be entered into at signing by all members of the Enfusion Board and their affiliated investment entities. The Party E Consortium December 23 Proposal noted that, although its diligence was complete, the Party E Consortium would need Mr. Movchan and Neal Pawar, Enfusion’s Chief Operating Officer, to meet with the Party E Consortium’s deal team and Party E’s investment committee before any signing of a definitive merger agreement.

Also on December 23, 2024, legal counsel to FTV reiterated FTV’s request for permission from the Special Committee to discuss a potential investment in the post-closing Enfusion entity following any transaction or potential participation in a buyer group by a different fund.

During the week of December 23, 2024, at the direction of the Special Committee, representatives of Goldman Sachs reviewed the most recent bids received with representatives of FTV and ICONIQ and Mr. Movchan, including the identities of the remaining bidders, their proposed prices per share and assumptions and intentions regarding the early termination payments due pursuant to the TRA upon a change of control. The Special Committee determined that it would be in the best interest of the strategic transaction process to share such information because the Special Committee did not want to proceed to negotiate the final terms of a potential transaction unless it was reasonably certain that each of FTV, ICONIQ and Mr. Movchan would be supportive of such transaction given each stockholder’s voting power and that each of Clearwater and the Party E Consortium had noted that they would expect, as a condition to signing a definitive merger agreement, to receive a voting and support agreement from each of FTV, ICONIQ and Mr. Movchan. The Special Committee also determined that it would be in the best interest of the strategic transaction process to seek FTV, ICONIQ and Mr. Movchan’s support of a potential transaction in connection with negotiating a waiver of all or a portion of the early termination payments due to the TRA Parties.

On December 24, 2024, Kirkland sent a revised draft merger agreement to Dechert. Among other things, the revised draft proposed (i) consideration paid through an approximately equal mix of cash and Clearwater Common Stock, with a fixed exchange ratio, (ii) a termination fee of 3.7% of Enfusion’s equity transaction value (compared to a fee of 2.25% of Enfusion’s equity transaction value in Dechert’s draft merger agreement), payable by Enfusion under customary circumstances, and (iii) Clearwater agreeing to use its reasonable best efforts to obtain required regulatory approvals, subject to a “Burdensome Condition” standard.

Later on December 24, 2024, representatives of Goldman Sachs provided representatives of Clearwater with certain financial and other information in response to Clearwater’s requests for such information on December 23, 2024.

On December 26, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the most recent interactions with each of Clearwater and the Party E Consortium. Representatives of Dechert briefed the Special Committee on the status of the transaction documentation and issues raised by each of Clearwater and the Party E Consortium. The Special Committee authorized Dechert to engage Abrams & Bayliss LLP as outside Delaware counsel to the Special Committee.

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On December 26, 2024, following Clearwater’s review of Enfusion’s financial performance for the fourth quarter of 2024 and the full year 2024, representatives of Clearwater provided representatives of Goldman Sachs with a verbal revised offer of $10.95 per share of Enfusion Common Stock, payable in an approximately equal mix of cash and Clearwater Common Stock, assuming that Clearwater would pay no more than $50 million to terminate the TRA and that any additional waived value beyond such amount would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. This revised offer equated to a per share price of approximately $10.32 if no portion of the TRA was waived. This proposed price of $10.32 implied a premium to the Unaffected Price of approximately 20.7%. Representatives of Goldman Sachs, at the direction of the Special Committee, requested that Clearwater work to present a full and final offer as soon as possible.

Later on December 26, 2024, representatives of the Party E Consortium verbally indicated to representatives of Goldman Sachs that the Party E Consortium could increase its bid from $10.25 per share to $10.50 per share of Enfusion Common Stock in cash, assuming that all payments under the TRA would be waived, which the Party E Consortium referred to as its “best and final offer”. This indication of interest equated to a per share price of approximately $9.53 if no portion of the TRA was waived. This proposed price of $9.53 implied a premium to the Unaffected Price of approximately 11.5%.

On December 27, 2024, Mr. Sahai indicated to representatives of Goldman Sachs that Clearwater would be prepared to offer $11.10 per share of Enfusion Common Stock, payable in an approximately equal mix of cash and Clearwater Common Stock, assuming that Clearwater would pay no more than $50 million to terminate the TRA and that any additional waived value beyond such amount would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. This revised offer equated to a per share price of approximately $10.46 if no portion of the TRA was waived. This proposed price of $10.46 implied a premium to the Unaffected Price of approximately 22.3%. Mr. Sahai also indicated to representatives of Goldman Sachs that Clearwater and its advisors would be prepared to work diligently and sign a definitive merger agreement for a transaction in the next week and reiterated Clearwater’s request for exclusivity.

Later on December 27, 2024, representatives of the Party E Consortium verbally reiterated to the chair of the Special Committee that the Party E Consortium would increase its bid from $10.25 per share to $10.50 per share of Enfusion Common Stock in cash, assuming that all payments under the TRA would be waived. This indication of interest equated to a per share price of approximately $9.53 if no portion of the TRA was waived. This proposed price of $9.53 implied a premium to the Unaffected Price of approximately 11.5%.

On December 28, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the most recent interactions with each of Clearwater and the Party E Consortium. Representatives of Dechert briefed the Special Committee on the status of the transaction documentation and issues raised by Clearwater. The Special Committee determined that representatives of Goldman Sachs should continue to negotiate to increase the ratio of cash and Clearwater Common Stock payable to Enfusion Stockholders in a potential transaction with Clearwater and that representatives of Goldman Sachs should convey to Clearwater that any stock component of the transaction consideration should be subject to a fixed value collar.

Later on December 28, 2024, at the direction of the Special Committee, representatives of Goldman Sachs reviewed the most recent bids received with representatives of FTV. Representatives of FTV noted that FTV would prefer an all-cash transaction, including the one proposed by the Party E Consortium if at the right price, and would not be willing to proceed with a potential Clearwater transaction unless any portion of the deal consideration comprised of Clearwater Common Stock would be subject to a fixed value collar, as it was FTV’s view that a fixed value collar could mitigate the risk associated with fluctuations in the share price of Clearwater Common Stock between signing and closing a potential transaction with Clearwater. Representatives of Goldman Sachs conveyed this position to the Special Committee.

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Later on December 28, 2024, at the direction of the Special Committee, representatives of Goldman Sachs raised with Mr. Sahai that any stock component of the transaction consideration should subject to a fixed value collar. Mr. Sahai indicated to representatives of Goldman Sachs that Clearwater would consider the collar structure.

On December 29, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including their discussion with FTV and their most recent interactions with each of Clearwater and the Party E Consortium. The Special Committee determined that representatives of Goldman Sachs should continue to negotiate to increase the ratio of cash relative to Clearwater Common Stock payable to Enfusion Stockholders in a potential transaction with Clearwater and that representatives of Goldman Sachs should propose that any stock component of the transaction consideration would be subject to a 15% symmetrical fixed value collar.

Later on December 29, 2024, at the direction of the Special Committee, representatives of Goldman Sachs reviewed the most recent bids received with representatives of FTV.

Also on December 29, 2024, at the direction of the Special Committee, representatives of Goldman Sachs participated in meetings with representatives of Clearwater to discuss collar structures that could apply to the stock component of Clearwater’s bid and indicated the Special Committee’s proposal for a 15% symmetrical fixed value collar. At the conclusion of these meetings, representatives of Clearwater indicated that Clearwater would consider these structures. Representatives of Clearwater also agreed that if the price per share were to increase as a result of negotiations with the TRA Parties to reduce the early termination payment to TRA Parties under the TRA due upon a change of control, then Clearwater would pay such increase in price in cash, as opposed to in a mix of cash and stock.

On December 30, 2024, at the direction of the Special Committee, representatives of Goldman Sachs shared a presentation with representatives of FTV and ICONIQ regarding the proposed symmetrical fixed value collar. Representatives of FTV indicated their desire for the cash and stock split of the Clearwater offer to be 55%/45% (instead of Clearwater’s then-current proposal of approximately 50% cash and 50% stock). Representatives of ICONIQ concurred and indicated that they would generally be supportive of a potential transaction with Clearwater on those revised terms.

Later on December 30, 2024, Mr. Sahai indicated to representatives of Goldman Sachs that Clearwater would be prepared to apply a symmetrical fixed value collar to the stock component of a transaction, but with a 10% band (instead of the Special Committee’s proposal of a 15% band).

On December 31, 2024, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including their most recent interactions with Clearwater. Following discussion with representatives of Goldman Sachs, the Special Committee determined that the 10% symmetrical fixed value collar was acceptable, but that representatives of Goldman Sachs should continue to negotiate to increase the ratio of cash and Clearwater Common Stock payable to Enfusion Stockholders in a potential transaction with Clearwater.

Later on December 31, 2024, at the direction of the Special Committee, representatives of Goldman Sachs proposed to representatives of Clearwater that 55% of the transaction consideration should be comprised of cash, with the balance paid in Clearwater Common Stock, subject to a 10% symmetrical fixed value collar. Representatives of Clearwater responded by indicating that Clearwater would not agree to pay more than $800 million of the aggregate transaction consideration in cash, which implied that approximately 52% of the transaction consideration would be comprised of cash, with the balance paid in Clearwater Common Stock, subject to a 10% symmetrical fixed value collar.

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Also on December 31, 2024, the Special Committee commenced negotiations with representatives of FTV and ICONIQ and Mr. Movchan regarding the treatment of the TRA in connection with any transaction and indicated to such parties that the Special Committee’s view was that the entire early termination payment under the TRA due upon a change of control should be waived by the TRA Parties.

Also on December 31, 2024, at the direction of the Special Committee, representatives of Dechert sent a draft voting and support agreement and a draft TRA amendment to counsel for each of FTV, ICONIQ, Mr. Movchan. The draft TRA amendment reflected the waiver of the entire early termination payment under the TRA due upon a change of control.

On January 1, 2025, after negotiations with the chair of the Special Committee, representatives of FTV and Mr. Movchan indicated to the chair of the Special Committee that they would be willing to waive over $100 million of early termination payments that would otherwise be due to TRA Parties upon a change of control, but that they would require that an aggregate early termination payment of $30 million would be payable to the TRA Parties at the closing of any transaction.

On January 2, 2025, Dechert sent a revised draft merger agreement to Kirkland. Among other things, the revised draft proposed (i) giving Enfusion Stockholders the ability to elect to receive merger consideration consisting of a mix of cash and shares of Clearwater Common Stock (compared to only having the ability to elect all-cash or all-stock merger consideration in Kirkland’s prior draft of the merger agreement), (ii) a termination fee of 2.5% of Enfusion’s equity transaction value (compared to a fee of 3.7% of Enfusion’s equity transaction value in Kirkland’s prior draft of the merger agreement), (iii) a reverse termination fee of 6% of Enfusion’s equity transaction value in the event the transaction is terminated due to the failure to obtain required antitrust clearance or Clearwater’s failure to consummate the Mergers when required to do so and (iv) Clearwater agreeing to divest its assets that generated no more than a to be determined amount of revenue in the 2024 calendar year.

Also on January 2, 2025, at the direction of the Special Committee, representatives of Dechert sent a draft voting and support agreement and a draft TRA amendment to Kirkland. The draft TRA amendment reflected the waiver of the entire early termination payment under the TRA due upon a change of control.

On January 3, 2025, Kirkland sent a revised draft merger agreement to Dechert. Among other things, the revised draft proposed (i) a termination fee of 3.5% of Enfusion’s equity transaction value (compared to a fee of 2.5% of Enfusion’s equity transaction value in Dechert’s prior draft of the merger agreement), payable by Enfusion under customary circumstances, (ii) a reverse termination fee of 6% of Enfusion’s equity value, payable by Clearwater if Clearwater fails to consummate the Mergers when required to do so and (iii) limiting Enfusion’s ability to seek specific performance of Clearwater’s obligation to close the Mergers only if, among other things, debt financing is available to Clearwater.

On January 4, 2025, Kirkland sent a further revised draft merger agreement to Dechert. Among other things, the revised draft proposed that the cash portion of the aggregate merger consideration payable by Clearwater would in no event exceed $800 million and deleted Enfusion Stockholders’ ability to elect to receive a mix of cash and stock consideration.

On January 4, 2025, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including their most recent interactions with each of Clearwater and FTV, ICONIQ and Mr. Movchan. The Special Committee discussed precedent transactions involving tax receivable agreements and that, after negotiations with representatives of FTV and ICONIQ and Mr. Movchan regarding the treatment of the TRA in connection with any transaction, the Special Committee believed that such parties would not agree to an aggregate payment of less than $30 million at the closing of any transaction and that the significant reduction in the early termination payment otherwise due under the TRA was favorable to Enfusion Stockholders

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given the value of the reduced TRA early termination payment would accrue to the benefit of Enfusion Stockholders on a dollar-for-dollar basis. The Special Committee directed representatives of Dechert to negotiate an amendment to the TRA to provide for an aggregate payment equal to $30 million at the closing of any transaction to the TRA Parties collectively. Representatives of Dechert briefed the Special Committee on the open issues in the merger agreement based on its conversations with Kirkland.

From January 4 through January 10, 2025, at the direction of the Special Committee, representatives of Dechert, Goodwin, Kirkland and the various outside counsel for FTV, ICONIQ and Mr. Movchan continued to negotiate final legal issues in voting and support agreements and TRA amendment.

On January 5, 2025, Dechert sent a revised draft merger agreement to Kirkland. Among other things, the revised draft (i) added back Enfusion stockholders’ ability to elect to receive merger consideration consisting of a mix of cash and shares of Clearwater Common Stock, (ii) deleted the $800 million cap on the cash portion of the aggregate merger consideration payable by Clearwater, (iii) accepted the 3.5% Enfusion termination fee and (iv) deleted both the Clearwater reverse termination fee and the limited specific performance constructs in Kirkland’s prior draft of the merger agreement. From January 5 through January 10, 2025, representatives of Dechert, Goodwin, Kirkland continued to negotiate final legal issues in the merger agreement.

On January 5, 2025, the Party E Consortium submitted a revised written offer to acquire 100% of the outstanding capital stock of Enfusion at $10.60 per share of Enfusion Common Stock in cash, assuming that all payments under the TRA would be waived. Based on the information available to it, the Special Committee determined that this indication of interest equated to a per share price of approximately $9.63 if no portion of the TRA was waived. This proposed price of $9.63 implied a premium to the Unaffected Price of approximately 12.6% (the “Party E Consortium January 5 Proposal”). The Party E Consortium January 5 Proposal noted that the Party E Consortium would provide an equity commitment letter to cover all the merger consideration payable to Enfusion equityholders. The Party E Consortium January 5 Proposal also noted that the Party E Consortium would target January 13, 2025 for the signing of a definitive merger agreement and public announcement of a potential transaction and that the Party E Consortium would not require any existing Enfusion Stockholders to roll over their investment. In addition, the Party E Consortium January 5 Proposal noted that up to an additional $0.40 per share in cash would be payable to Enfusion Stockholders (or at the Special Committee’s discretion, partially or completely to the TRA Parties), upon the achievement of a 3.0x net return at exit by the Party E Consortium (with payments structured linearly from $0 at a 2.5x return).

On January 6, 2025, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs briefed the Special Committee on the status of the strategic transaction process, including the most recent bid received from the Party E Consortium and their most recent interactions with Clearwater and the Party E Consortium.

Also on January 6, 2025, various members of Enfusion management and Clearwater management participated in meetings in New York City, all of which, at the direction of the Special Committee, were attended by representatives of Goldman Sachs. Such meetings included a reverse due diligence meeting whereby representatives of Enfusion, Goldman Sachs, FTV and ICONIQ had the opportunity to ask questions of representatives of Clearwater about Clearwater’s business, as well as a dinner meeting between Mr. Pawar and Mr. Sahai.

On January 7, 2025, counsel for FTV informed representatives of Dechert that FTV may require any transaction with Clearwater to be structured in a manner that would allow for the possibility of tax deferred treatment on the portion of the merger consideration consisting of Clearwater Common Stock that would be received by Enfusion Stockholders. Representatives of FTV also requested that, following the Election, FTV be permitted to work with other stockholders to allocate the mix of consideration between such stockholders, as desired by such stockholders.

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Later on January 7, 2025, Mr. Movchan participated in a lunch meeting with Mr. Sahai to discuss, among other things, the negotiation of the operational covenants that Enfusion would be subject to during the period between the signing and closing of a potential transaction between Enfusion and Clearwater. At the direction of the Special Committee, a representative of Goldman Sachs attended the meeting.

Also on January 7, 2025, based upon instructions of the Special Committee, representatives of Goldman Sachs and Dechert discussed an agreed upon split for the merger consideration with representatives of Clearwater and Kirkland, consisting of $5.85 in cash and $5.40 in shares of Clearwater Common Stock, reflecting a 52.5% cash and 47.5% stock mix.

Later on January 7, 2025, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs and Dechert briefed the Special Committee on the latest meetings that had occurred with Clearwater and Kirkland and certain remaining open points in the merger agreement and other draft definitive agreements, including the negotiation over the specific Clearwater Common Stock price points that would serve as the upper and lower ends of the 10% symmetrical fixed value collar.

On January 8, 2025, representatives of FTV informed representatives of Dechert that FTV would not support a transaction with Clearwater unless such transaction was structured in a manner that would allow for the possibility of tax deferred treatment on the portion of the merger consideration consisting of Clearwater Common Stock that would be received by Enfusion Stockholders.

Later on January 8, 2025, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs and Dechert briefed the Special Committee on the latest meetings that had occurred with Clearwater and Kirkland and certain remaining open points in the merger agreement and other draft definitive agreements, including the tax structure issue raised by FTV and the negotiation over the specific Clearwater Common Stock price points that would serve as the upper and lower ends of the 10% symmetrical fixed value collar.

Later on January 8, 2025, Clearwater requested that through February 7, 2025, Enfusion exclusively negotiate with Clearwater for a potential transaction, including in order to allow time for representatives of and advisors to Clearwater to explore the possibility of tax deferred treatment on the stock component of the merger consideration. Later on January 8, 2024, at the direction of the Special Committee, representatives of Dechert responded by offering exclusivity until 9:00 am ET on January 10, 2025. The parties did not agree on the duration of the exclusivity period, and no exclusivity was granted.

On January 9, 2025, at the direction of the Special Committee, the Chairman of the Special Committee and Mr. Sahai participated in a breakfast meeting in New York City and agreed that, notwithstanding that no exclusivity agreement had been reached, the parties should work towards a signing of a definitive merger agreement as soon as possible, including to explore the possibility of tax deferred treatment on the stock component of the merger consideration. Throughout the day on January 9, 2025, representatives of Dechert, Kirkland and FTV’s outside counsel discussed and agreed upon a structure that would allow for the possibility of tax deferred treatment on the portion of the merger consideration consisting of Clearwater Common Stock that would be received by Enfusion Stockholders.

On January 10, 2025, the Special Committee held a meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Dechert reviewed with the Special Committee its fiduciary duties under Delaware law. Representatives of Dechert also reviewed the proposed final terms of the merger agreement, which allowed for the possibility of tax deferred treatment on portion of the merger consideration consisting of Clearwater Common Stock that would be received by Enfusion Stockholders, the voting and support agreement and the TRA amendment. Representatives of Dechert noted that the negotiation over the specific Clearwater Common Stock price points that would serve as the upper and lower ends of the 10% symmetrical fixed value collar remained ongoing. The Special Committee directed representatives of Goldman Sachs to negotiate such final stock price points within the band approved by the Special Committee.

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Later on January 10, 2025, the Special Committee held another meeting with representatives of Dechert and Goldman Sachs in attendance. Representatives of Goldman Sachs reviewed its financial analysis of the proposed merger with the Special Committee, and noted the satisfactory resolution of the specific Clearwater Common Stock price points that would serve as the upper and lower ends of the 10% symmetrical fixed value collar. Following this review, at the request of the Special Committee, Goldman Sachs rendered its oral opinion to the Special Committee, subsequently confirmed by delivery of its written opinion, dated January 10, 2025, that, as of such date, and based upon and subject to the various limitations, qualifications and assumptions and other matters set forth therein, the aggregate Merger Consideration to be paid to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock was fair, from a financial point of view, to such holders. The Special Committee and representatives of Dechert and Goldman Sachs discussed the Merger Agreement, Mergers and other transactions contemplated by the Merger Agreement as compared to Enfusion remaining a standalone public company. The Special Committee then unanimously (a) determined that the terms and conditions of the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of the Enfusion and Enfusion Stockholders, and (b) recommended that the Enfusion Board adopt resolutions declaring that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, adopt and approve the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement, and recommend that the Enfusion Stockholders vote their shares in favor of adopting the Merger Agreement at a special meeting of the Enfusion Stockholders (the “Special Committee Resolutions”).

Immediately following such Special Committee meeting on January 10, 2025, the Enfusion Board held a meeting with representatives of Dechert, Goldman Sachs and Goodwin in attendance. Representatives of Goldman Sachs reviewed with the Enfusion Board its financial analysis of the proposed Merger Consideration. Representatives of Dechert reviewed the final terms of the merger agreement, the voting and support agreements and the TRA amendment. Representatives of Goodwin then reviewed with the Enfusion Board its fiduciary duties under Delaware law. Members of the Special Committee and representatives of Dechert described and conveyed the Special Committee Resolutions to the Enfusion Board. The Enfusion Board then unanimously (a) determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, (b) adopted and approved the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement and (c) directed that the Merger Agreement be submitted to Enfusion Stockholders entitled to vote thereon for adoption thereby and resolved to recommend that Enfusion Stockholders adopt the Merger Agreement and approve the transactions contemplated by the Merger Agreement, including the Mergers.

Later on January 10, 2025, the TRA amendment, the merger agreement and the voting and support agreements were executed by the relevant parties.

On January 13, 2025, before the opening of trading on the NYSE, Enfusion and Clearwater publicly announced the merger.

Enfusion’s Reasons for the Transactions; Recommendations of the Special Committee and the Enfusion Board

Recommendations of the Special Committee

The Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on January 10, 2025, unanimously (i) determined that the Merger Agreement, the Merger and the other Transactions are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, (ii) recommended that the Enfusion Board determine that the Merger Agreement, the Merger and the other Transactions are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders and that the Enfusion Board adopt and approve the Merger Agreement, the Merger and the other Transactions, (iii) recommended that the Enfusion Board adopt

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and approve the Merger Agreement, the Merger and the other Transactions, and (iv) recommended that, subject to approval by the Enfusion Board, the Enfusion Board submit the Merger Agreement to the Enfusion Stockholders entitled to vote thereon for adoption thereby and resolve to recommend that such Enfusion Stockholders adopt the Merger Agreement and approve the Transactions, including the Mergers.

In evaluating the terms of the potential transaction with Clearwater, the Special Committee consulted with representatives of its independent financial advisor, Goldman Sachs, and its independent legal advisor, Dechert LLP, and where appropriate, with other Enfusion Board members, members of Enfusion’s management and Goodwin, outside counsel to Enfusion. The Special Committee considered a number of factors, including the following factors (not necessarily in order of relative importance), which the Special Committee viewed as being generally positive or favorable.

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The Special Committee also considered a number of factors relating to the procedural safeguards designed to ensure the fairness of the Transactions and to permit the Special Committee to represent effectively the interests of the unaffiliated Enfusion Stockholders, including (not necessarily in order of relative importance):

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In the course of its deliberations, the Special Committee also considered a number of uncertainties, risks and other countervailing factors relating to entering into the Merger Agreement, including (not necessarily in order of relative importance):

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The Special Committee also considered the fact that, despite considering whether the Transactions should be conditioned upon the approval of a majority of the unaffiliated Enfusion Stockholders, the Transactions would ultimately be only conditioned upon the approval of a majority of the outstanding shares of Enfusion Common Stock entitled to vote thereon. The Special Committee ultimately concluded that it was better to proceed with a transaction without the majority of the minority approval condition based on the factors otherwise described herein, including:

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In addition, the Special Committee was aware of and considered the fact that some of Enfusion’s directors not on the Special Committee and executive officers have interests in the Transactions that are different from, or in addition to, Enfusion Stockholders generally, including those interests that are a result of employment and compensation arrangements with Enfusion.

The foregoing discussion of material factors considered by the Special Committee in reaching its conclusions and recommendation includes the principal factors considered by the Special Committee, but it is not intended to be exhaustive and may not include all of the factors considered by the Special Committee. In light of the variety of factors considered in connection with its evaluation of the transactions contemplated by the Merger Agreement, including the Transactions, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative or specific weights to the specific factors considered in reaching its determinations and recommendations. Rather, the Special Committee based its decisions on the totality of the factors and information it considered, including discussions with, and questioning of, Enfusion management and its independent financial and legal advisors. Moreover, each member of the Special Committee applied his or her own personal business judgment to the process and may have given different weight to different factors.

Recommendations of the Enfusion Board

After considering the unanimous recommendations of the Special Committee and on the basis of the other factors described above, the Enfusion Board unanimously (i) determined that the terms of the Merger Agreement, the Merger and the other Transactions are advisable, fair to and in the best interests of Enfusion and Enfusion Stockholders, (ii) adopted and approved the Merger Agreement, the Merger and the other Transactions, (iii) directed that the Merger Agreement be submitted to Enfusion Stockholders entitled to vote thereon for adoption thereby and (iv) resolved to recommend that such Enfusion Stockholders adopt the Merger Agreement and approve the Transactions, including the Mergers.

In the course of reaching its determination and making its recommendations, the Enfusion Board considered the following non-exhaustive list of material factors and countervailing factors, which are not presented in any relative order of importance:

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The Enfusion Board concluded that the uncertainties, risks and potentially negative factors relevant to the Merger Agreement and the Mergers were outweighed by the potential benefits of the Merger Agreement and the Mergers.

The foregoing discussion of the information and factors considered by the Special Committee and by the Enfusion Board is not intended to be exhaustive and includes only the material factors considered. In light of the variety of factors considered by the Special Committee and by the Enfusion Board and the complexity of these factors, neither the Special Committee nor the Enfusion Board found it practicable to, and did not, quantify or otherwise assign relative weights, ranks or values to the foregoing factors in reaching their respective determinations and recommendations. Moreover, each member of the Special Committee and of the Enfusion Board applied his or her own personal business judgment to the process and may have assigned different relative weights, ranks or values to the different factors, and the recommendations, determinations and approvals, where applicable, by the Special Committee and the Enfusion Board were based upon the totality of the information presented to, and considered by, the Special Committee and the Enfusion Board, respectively.

This explanation of Enfusion’s reasons for the Transactions and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors described under “Cautionary Statement Regarding Forward-Looking Statements.”

Certain Financial Projections Utilized by the Special Committee and the Enfusion Board

Except for financial outlooks issued in connection with its ordinary course earnings announcements, Enfusion does not, as a matter of course, publicly disclose forecasts or projections as to future performance, earnings or other results due to the inherent uncertainty, unpredictability and subjectivity of the underlying assumptions, estimates and projections, especially over longer-term periods.

In connection with the Special Committee’s review of strategic alternatives, however, Enfusion management in September and October 2024 prepared unaudited non-public prospective financial forecasts for Enfusion, on a standalone basis without giving effect to the Transactions, for the fourth quarter of 2024 through the end of 2034 (the “Financial Projections” or the “Projections” and, together with the Tax Receivables Projections and Tax Attribute Projections (each as defined below), the “Management Projections”).

The Management Projections were both reviewed by the Special Committee and certain portions of the Management Projections were made available to potential counterparties to a strategic transaction in October 2024, including Clearwater on October 23, 2024 in connection with its due diligence review of a potential transaction. The Management Projections are summarized below. The Special Committee used these Management Projections to assist in its decision-making process in determining whether to recommend the Merger Agreement and the transactions contemplated thereby (including the Mergers) to the Enfusion Board. The Management Projections were provided to, and approved by the Special Committee for use by, Goldman Sachs for purposes of performing its financial analyses in connection with rendering its opinion to the Special Committee, as described in the section of this Proxy Statement/Prospectus titled “Opinion of the Special Committee’s Financial Advisor,” which is attached as Annex D to this Proxy Statement/Prospectus and incorporated herein by reference.

Although the information in the Management Projections is presented with numerical specificity, it reflects numerous estimates and assumptions made by Enfusion’s management with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Enfusion’s business, in each case as of the date it was prepared, all of which are difficult or

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impossible to predict accurately and many of which are beyond Enfusion’s control. The Management Projections include, among other things, the following assumptions and estimates:

The following table summarizes the Financial Projections:

Tax Receivables Projections and Tax Attribute Projections

The TRA provided for the payment by Enfusion to such TRA Parties of 85% of the benefits (the “Tax Receivables Benefits”), if any, that Enfusion actually realizes, or is deemed to realize (calculated using certain assumptions), as a result of: (i) existing tax basis acquired in the IPO; (ii) increases in existing tax basis and adjustments to the tax basis of the tangible and intangible assets of Enfusion OpCo as a result of sales or exchanges (or deemed exchanges) of Enfusion Common Units for shares of Enfusion Common Stock or distributions (or deemed distributions) with respect to Enfusion Common Units in connection with or after the IPO; (iii) Enfusion’s utilization of certain tax attributes of certain entities that are taxable as corporations for U.S. federal income tax purposes in which the TRA Parties hold interests; and (iv) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. The following table presents a summary of certain financial analyses and forecasts of the Tax Receivables Benefits forecast to be received by Enfusion as well as forecasts of the portions of such Tax Receivables Benefits forecast to be paid by Enfusion to the TRA Parties, in each case as prepared by Enfusion’s management and approved for Goldman Sachs’ use by the Special Committee (the “Tax Receivables Projections”), as updated on January 10, 2025. The Tax Receivables Projections assume the exchange of Enfusion Common Units for shares of Enfusion Common Stock on September 30, 2024, and use an assumed price per share of $8.55 for the Enfusion Common Stock (the closing price per share of Enfusion Common Stock as of September 19, 2024, the last trading day prior to media rumors about a potential sale). The following table also presents a summary of certain financial analyses and forecasts of other tax benefits of Enfusion prepared by its management, as approved for Goldman Sachs’ use by the Special Committee (the “Tax Attribute Projections”), as updated on January 10, 2025.

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The Management Projections were developed by Enfusion management as then-current estimates of Enfusion’s future financial performance as an independent company, without giving effect to the Transactions or any changes to Enfusion’s operations or strategy that may be implemented in connection with the pendency of, or following the consummation of, the Transactions. The Management Projections also do not consider the effect of any failure of the Transactions to be completed, and it should not be viewed as accurate or continuing in that context. The Management Projections do not take into account any circumstances, transactions or events occurring after the date on which the Management Projections were prepared and do not give effect to any changes after the date on which they were made, including as a result of the Transactions or any effects of the Transactions.

The Management Projections were not prepared with a view toward public disclosure or complying with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Management Projections included in this document have been prepared by, and are the responsibility of, Enfusion’s management. Neither Enfusion’s independent auditor nor any other independent accountants have audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Management Projections, nor have they expressed an opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Although the Management Projections are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events, made by Enfusion’s management that Enfusion’s management believed in good faith were reasonable. Enfusion’s ability to achieve the financial results contemplated by the Management Projections will be affected by Enfusion’s ability to achieve Enfusion’s strategic goals, objectives and targets over the applicable periods, and will be subject to operational and execution risks associated

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therewith. The Management Projections reflect assumptions as to certain business decisions that are subject to change. Important factors that may affect actual results and cause the Management Projections not to be achieved include, among others, Enfusion’s ability to successfully expand into Enfusion’s existing markets and into new markets; anticipated trends and growth rates in Enfusion’s business and in the markets in which Enfusion operates; Enfusion’s ability to retain existing clients and onboard new clients; Enfusion’s ability to sell additional products and services to Enfusion’s clients; Enfusion’s ability to successfully identify, integrate, and realize the benefits of strategic acquisitions or partnerships; Enfusion’s ability to effectively manage Enfusion’s growth and future expenses; Enfusion’s anticipated investments in Enfusion’s business; Enfusion’s anticipated capital expenditures; Enfusion’s estimates regarding Enfusion’s capital requirements; Enfusion’s ability to maintain the security and availability of the products and services that comprise Enfusion’s solution; Enfusion’s ability to maintain, protect, and enhance Enfusion’s intellectual property; Enfusion’s ability to comply with modified or new laws and regulations applying to Enfusion’s business; the attraction and retention of qualified employees and key personnel; the impact of global financial, economic, public health, and political events on Enfusion’s business and industry; Enfusion’s ability to compete effectively with existing competitors and new market entrants; and the other risks identified in Enfusion’s SEC filings, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, its Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, and subsequent filings with the SEC, as well as the section titled “Cautionary Note Regarding Forward-Looking Statements” in this Proxy Statement/Prospectus. Additional factors that may impact us or Enfusion’s business can be found in the various risk factors included in Enfusion’s periodic filings with the SEC. All of these factors are difficult to predict, and many of them are outside of Enfusion’s control. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections may differ from publicized analyst estimates and forecasts. You should evaluate the Management Projections, if at all, in conjunction with Enfusion’s historical financial statements and other information regarding Enfusion contained in Enfusion’s public filings with the SEC. The Management Projections may not be consistent with Enfusion historical operating data as a result of the assumptions and estimates detailed above. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events.

Because the Management Projections reflect estimates and judgments, they are susceptible to sensitivities and assumptions, as well as to multiple interpretations based on actual experience and business developments. The Management Projections also cover multiple years, and such information by its nature becomes less predictive with each succeeding year. The Management Projections are not, and should not be considered to be, a guarantee of future operating results. The Management Projections should not be regarded as an indication that Enfusion management, the Special Committee, the Enfusion Board or any of their respective advisors, or any other person, considered or now considers the Management Projections to be necessarily predictive of actual future results.

Further, the Management Projections are not fact and should not be relied upon as being necessarily indicative of Enfusion’s future results or for purposes of making any investment decision.

Certain of the financial measures included in the Management Projections are not calculated in accordance with GAAP. Financial measures such as Adjusted EBITDA, Adjusted EBITDA margin and Unlevered Free Cash Flow are non-GAAP financial measures. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. Financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction, such as the Management Projections, are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and

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regulations. As a result, the Management Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Special Committee or Clearwater, or Goldman Sachs for purposes of performing its financial analyses in connection with rendering its opinion to the Special Committee, as described in the section of this Proxy Statement/Prospectus titled “Opinion of the Special Committee’s Financial Advisor.” Accordingly, no reconciliation of the financial measures included in the Management Projections is provided in this Proxy Statement/Prospectus.

The Management Projections constitute forward-looking statements. By including the Management Projections in this Proxy Statement/Prospectus, none of Enfusion, the Special Committee, the Enfusion Board, Goldman Sachs or any of Enfusion’s, the Special Committee’s, the Enfusion Board’s or Goldman Sachs’ respective representatives has made or makes any representation to any person regarding Enfusion’s ultimate performance as compared to the information contained in the Management Projections. The inclusion of the Management Projections should not be regarded as an indication that the Special Committee, the Enfusion Board, Enfusion, Goldman Sachs or any other recipient of the Management Projections considered, or now considers, the Management Projections to be predictive of Enfusion’s performance or actual future results. For information on factors that may cause Enfusion’s future results to materially vary, see the section of this Proxy Statement/Prospectus captioned “Cautionary Note Regarding Forward-Looking Statements.” Further, the inclusion of the Management Projections in this Proxy Statement/Prospectus does not constitute an admission or representation by Enfusion that the information presented is material. The Management Projections are included in this Proxy Statement/Prospectus solely to give Enfusion Stockholders access to the information that was made available to the Special Committee, the Enfusion Board, Goldman Sachs and Clearwater. The Management Projections are not included in this Proxy Statement/Prospectus in order to influence any Enfusion Stockholder as to how to vote at the special meeting with respect to the Mergers, or whether to seek appraisal rights with respect to their shares.

In light of the foregoing factors and the uncertainties inherent in the Management Projections, Enfusion Stockholders are cautioned not to place undue reliance on the Management Projections.

Opinion of the Special Committee’s Financial Advisor

Opinion of Goldman Sachs & Co. LLC

At a meeting of the Special Committee held on January 10, 2025, Goldman Sachs rendered its oral opinion to the Special Committee, subsequently confirmed by delivery of its written opinion, dated January 10, 2025, that, as of such date, and based upon and subject to the various limitations, qualifications and assumptions and other matters set forth therein, the aggregate Merger Consideration to be paid to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock was fair, from a financial point of view, to such holders.

The full text of the written opinion of Goldman Sachs, dated January 10, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex D. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Special Committee in connection with its consideration of the Transactions. Goldman Sachs’ opinion is not a recommendation as to how any holder of Enfusion Common Stock should vote or make any election with respect to the Transactions or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

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Goldman Sachs also held discussions with members of the senior managements of Enfusion and Clearwater regarding their assessment of the strategic rationale for, and the potential benefits of, the Transactions and the past and current business operations, financial condition, and future prospects of their respective companies; reviewed the reported price and trading activity for Enfusion Common Stock and Clearwater Common Stock; compared certain financial and stock market information for Enfusion and Clearwater with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the electronic technology and technology services industry; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Special Committee’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with the Special Committee’s consent that the Forecasts, the Tax Receivables Projections and the Tax Attribute Projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the Special Committee. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Enfusion or Clearwater or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transactions will be obtained without any adverse effect on Enfusion or Clearwater or on the expected benefits of the Transactions in any way meaningful to its analysis. Goldman Sachs also assumed that the Transactions will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis. In rendering its opinion, Goldman Sachs did not take into account any differential voting or other rights between the shares of Clearwater Common Stock and the other classes of shares of common stock of Clearwater.

Goldman Sachs’ opinion does not address the underlying business decision of Enfusion to engage in the Transactions or the relative merits of the Transactions as compared to any strategic alternatives that may be available to Enfusion; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock, as of the date of the opinion, of the aggregate Merger

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Consideration to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement, the Operating Agreement or the TRA or the Transactions, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement, the Operating Agreement or the TRA or entered into or amended in connection with the Transactions, any payments (and any waiver of rights to receive any such payments) pursuant to the Merger Agreement, the Operating Agreement or the TRA (other than the payment of the aggregate Merger Consideration to be paid to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock pursuant to the Merger Agreement, to the extent contemplated in the opinion), any allocation of the aggregate Merger Consideration, the fairness of the Transactions to, or any consideration received in connection therewith by, the holders of Enfusion Class B Common Stock, or any other class of securities, creditors, or other constituencies of the Company, or the cancellation of Enfusion Class B Common Stock pursuant to the Merger Agreement; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Enfusion, or any class of such persons, in connection with the Transactions, whether relative to the aggregate Merger Consideration to be paid to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock pursuant to the Merger Agreement or otherwise. In addition, Goldman Sachs did not express any opinion as to the prices at which shares of Enfusion Common Stock or Clearwater Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Enfusion or Clearwater or the Transactions, or as to the impact of the Transactions on the solvency or viability of Enfusion or Clearwater or the ability of Enfusion or Clearwater to pay their respective obligations when they come due. Goldman Sachs’ opinion is necessarily based on economic, monetary market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

Summary of Goldman Sachs’ Financial Analyses

The following is a summary of the material financial analyses presented by Goldman Sachs to the Special Committee in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 8, 2025, the second to last trading day before the date of Goldman Sachs’ opinion, and is not necessarily indicative of current market conditions.

For purposes of its analysis, Goldman Sachs calculated $11.25 as the implied value of the aggregate Merger Consideration per share of Enfusion Common Stock to be paid to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock pursuant to the Merger Agreement, by adding $5.85, the cash portion of the aggregate Merger Consideration, to $5.40, the implied value of the stock portion of the aggregate Merger Consideration, which was calculated by multiplying $27.7926 (the average of $27.9875, the volume weighted average price per share of Clearwater Common Stock for the 10 trading days ending January 6, 2025 (the “January 6 10-Day VWAP”), and $27.5976, the volume weighted average price per share of Clearwater Common Stock for the 10 trading days ending January 7, 2025 (the “January 7 10-Day VWAP”)), by an exchange ratio of 0.1943 (implied by the average of the January 6 10-Day VWAP and the January 7, 10-Day VWAP).

Illustrative Discounted Cash Flow Analysis. Using the Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Enfusion to derive a range of illustrative present values per share of Enfusion Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 11.0% to 13.0%, reflecting estimates of Enfusion’s weighted average cost of capital, Goldman Sachs discounted

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to present value as of September 30, 2024, (i) estimates of unlevered free cash flow for Enfusion for the three months ended December 31, 2024, and fiscal years 2025 through 2034 as reflected in the Forecasts and (ii) a range of illustrative terminal values for Enfusion, which were calculated by applying illustrative perpetuity growth rates ranging from 2.0% to 4.0%. The range of illustrative perpetuity growth rates for Enfusion was estimated by Goldman Sachs using its professional judgment and experience, taking into account, among other things, the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including Enfusion’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for Enfusion, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived a range of illustrative enterprise values for Enfusion by adding the ranges of present values it derived as described above. Goldman Sachs then added to the range of illustrative enterprise values it derived for Enfusion the amount of Enfusion’s net cash as of September 30, 2024, and the projected net impact from tax assets and related obligations of the Company as reflected in the Tax Receivables Projections and the Tax Attribute Projections, in each case, as provided by the management of Enfusion and approved for Goldman Sachs’ use by the Special Committee, to derive a range of illustrative equity values for Enfusion. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Enfusion as of January 7, 2025, as provided by the management of Enfusion and approved for Goldman Sachs’ use by the Special Committee, to derive a range of illustrative present values per share of Enfusion Common Stock, rounded to the nearest $0.10, of $7.80 to $11.90.

Illustrative Present Value of Future Share Price Analysis. Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Enfusion Common Stock, which is designed to provide an indication of the present value of a theoretical future value of Enfusion equity as a function of Enfusion’s financial multiples. For this analysis, Goldman Sachs used the Forecasts for each of the fiscal years 2025 to 2028. Goldman Sachs first calculated the implied future enterprise value of Enfusion as of December 31, 2025, 2026 and 2027, by applying a range of EV to next twelve month (“NTM”) revenue multiples of 3.5x to 5.5x to estimates of revenue for Enfusion, as reflected in the Forecasts, for each of the fiscal years 2026, 2027 and 2028. These illustrative multiples were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, current and historical average EV/NTM revenue multiples for Enfusion and certain selected vertical software companies described in the section below captioned “—Selected Public Company Comparables”.

Goldman Sachs then added the amount of Enfusion’s net cash as of December 31, 2025, 2026 and 2027, each as provided by the management of Enfusion and approved for Goldman Sachs’ use by the management of Enfusion, to the range of implied enterprise values to derive a range of illustrative equity values as of December 31, 2025, 2026 and 2027. Goldman Sachs then divided these implied equity values by the projected number of fully diluted outstanding shares of Enfusion, as provided by management of Enfusion approved for Goldman Sachs’ use by the Special Committee, as of December 31, 2025, 2026 and 2027, to derive a range of implied future equity values per share of Enfusion Common Stock. Goldman Sachs then discounted these implied equity values per share to September 30, 2024, using an illustrative discount rate of 12.6%, reflecting an estimate of Enfusion’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Enfusion, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share of Enfusion Common Stock, rounded to the nearest $0.10, of $7.30 to $13.20.

Selected Precedent Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the electronic technology and technology services industry since 2021. For each of the selected transactions where information was publicly available, Goldman Sachs calculated and compared the implied EV/NTM revenue of the applicable target company based on the total consideration paid in

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the transaction as a multiple of the target company’s NTM revenue based on information in public filings and FactSet estimates at the time each such selected transaction was announced. While none of the target companies that participated in the selected transactions are directly comparable to Enfusion, the target companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Enfusion’s results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ analyses of the various transactions and its professional judgment and experience, Goldman Sachs applied a reference range of EV/NTM revenue multiples of 5.0x to 7.0x to Enfusion’s estimated NTM revenue for the quarter ended December 31, 2024, as provided by the management of Enfusion and approved for Goldman Sachs’ use by the Special Committee, as reflected in the Forecasts, to derive a range of implied enterprise values for Enfusion. Goldman Sachs then added the net cash of Enfusion as of September 30, 2024, as provided by the management of Enfusion and approved for Goldman Sachs’ use by the Special Committee, to derive a range of illustrative equity values for Enfusion. Goldman Sachs divided the results by the number of fully diluted outstanding shares of Enfusion Common Stock as of January 8, 2025, as provided by management of Enfusion and approved for Goldman Sachs’ use by the Special Committee, to derive a range of implied values per share of Enfusion Common Stock, rounded to the nearest $0.10, of $9.10 to $12.60.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for 48 acquisition transactions announced from January 1, 2012 through January 8, 2025, involving a public company based in the United States as the target where the disclosed enterprise value for the transaction was between $1 billion and $10 billion and where 35% to 65% of the total consideration paid in connection with the transaction was comprised of cash. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premia of the price paid in the observed transactions relative to the target’s last undisturbed closing stock price prior to announcement of the respective transactions. This analysis indicated a median premium of 27% across the period. This analysis also indicated a 25th percentile premium of 12% and a 75th percentile premium of 46% across the period. Using this analysis and its professional judgment and experience, Goldman Sachs applied a reference range of illustrative premia of 10.0% to 45% to the undisturbed closing price per share of Enfusion Common Stock of $8.55 as of September 19, 2024 (the last trading day prior to media rumors about a potential sale) and calculated a range of implied values per share of Enfusion Common Stock, rounded to the nearest $0.10, of $9.40 to $12.40.

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Selected Public Company Comparables Analysis. Using publicly available information, Goldman Sachs reviewed and compared EV/NTM revenue multiples for Enfusion and for the following publicly traded corporations in the vertical software industry, which are referred to in this section as the “selected vertical software companies”:

Although none of the selected software companies is directly comparable to Enfusion, the selected vertical software companies included were chosen because they are publicly traded companies in the vertical software industry with certain operations that, for purposes of analysis, may be considered similar to certain operations of Enfusion.

Goldman Sachs calculated and compared EV/NTM revenue multiples for Enfusion and for each of the selected vertical software companies, based on financial and trading data as of January 8, 2025, and information from public filings, FactSet and the Forecasts, for the following periods:

The results of this analysis are summarized as follows:

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Enfusion or Clearwater or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Special Committee as to the fairness from a financial point of view of the aggregate Merger Consideration per share of Enfusion Common Stock to be paid to the holders (other than Clearwater and its affiliates) of shares of Enfusion Common Stock pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they

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necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Enfusion, Clearwater, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The aggregate Merger Consideration was determined through arm’s-length negotiations between Enfusion and Clearwater and was approved by the Enfusion Board. Goldman Sachs provided advice to the Special Committee during these negotiations. Goldman Sachs did not, however, recommend any specific amount or form of consideration to Enfusion, the Enfusion Board or the Special Committee or that any specific amount or form of consideration constituted the only appropriate consideration for the Transactions.

As described above, Goldman Sachs’ opinion to the Special Committee was one of many factors taken into consideration by the Special Committee in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex D.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Enfusion, Clearwater, any of their respective affiliates and third parties, including FTV and ICONIQ, each of which is a significant shareholder, or an affiliate of a significant shareholder, of Enfusion, and Permira Advisers LLC (“Permira”), Warburg Pincus LLC (“Warburg”) and Welsh, Carson, Anderson & Stowe (“WCAS”), each of which is a significant shareholder, or an affiliate of a significant shareholder, of Clearwater, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the transactions contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to the Special Committee in connection with, and participated in certain of the negotiations leading to, the transactions contemplated by the agreement. During the two-year period ended January 10, 2025, Goldman Sachs Investment Banking has not been engaged by Enfusion or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Clearwater and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the underwritten secondary public offering of Clearwater Common Stock in June 2023; and as bookrunner with respect to the underwritten secondary public offering of Clearwater Common Stock in March 2023. During the two-year period ended January 10, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Clearwater and/or its affiliates of approximately $1.5 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to FTV and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner in connection with a bank loan to Xplor Technologies, a portfolio company of FTV, in June 2024. During the two-year period ended January 10, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to FTV and/or its affiliates and portfolio companies of approximately $5.1 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to ICONIQ and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the private offering of senior notes due 2028 of Alteryx, Inc., a portfolio company of ICONIQ, in March 2023; and as bookrunner in connection with a bank loan to Red

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Ventures LLC, a portfolio company of ICONIQ, in February 2023. During the two-year period ended January 10, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to ICONIQ and/or its affiliates and portfolio companies of approximately $20.6 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Permira and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to the underwritten secondary public offering of Class A common stock of Informatica LLC, a portfolio company of Permira, in November 2024; as financial advisor to Alter Domus Sarl, a portfolio company of Permira, in connection with its majority stake sale to Cinven in October 2024; as financial advisor to Permira in connection with its acquisition of Squarespace, Inc. in October 2024; as financial advisor to Flix SE, a portfolio company of Permira, in connection with its minority stake sale to EQT Future and Kühne Holding AG in October 2024; as bookrunner in connection with a bank loan to Genesys Telecommunications Laboratories, Inc., a portfolio company of Permira, in September 2024; as bookrunner with respect to the offering of senior secured floating rate notes by BestSecret Gmbh, a portfolio company of Permira, in June 2024; as financial advisor to Permira in connection with its acquisition of Adevinta ASA in May 2024; as arranger in connection with a bank loan to Alter Domus Sarl, a portfolio company of Permira, in May 2024; as bookrunner in connection with a bank loan to Personal & Infomatik Ag, a portfolio company of Permira, in March 2024; and as bookrunner with respect to the offering of senior notes by The CABB Group, a portfolio company of Permira, in April 2023. During the two-year period ended January 10, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Permira and/or its affiliates and portfolio companies of approximately $79.9 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Warburg and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as co-manager with respect to the offering of senior notes of WildFire Intermediate Holdings, LLC, a portfolio company of Warburg, in September 2024; as bookrunner with respect to the offering of senior secured notes of wholly owned indirect subsidiaries of Connect Bidco Limited (Inmarsat), a portfolio company of Warburg, in September 2024; as arranger in connection with a bank loan to Ensemble Health Partners, Inc., a portfolio company of Warburg, in June 2024; as bookrunner with respect to the offering of senior secured notes of Sotera Health Holdings LLC, a portfolio company of Warburg, in May 2024; as bookrunner with respect to the underwritten secondary offering of common stock of Sotera Health Company, a portfolio company of Warburg, in February 2024; as bookrunner in connection with a bank loan to Ensemble Heath Partners, a portfolio company of Warburg, in January 2024; as financial advisor to Warburg Pincus Real Estate (Asia), an affiliate of Warburg, in connection with its minority stake sale of Good Host Spaces in November 2023; as financial advisor to Kestra Financial, Inc., a portfolio company of Warburg, in connection with its sale of Grove Point Financial in September 2023; as financial advisor to Warburg in connection with its acquisition of TIAA FSB (Everbank) in August 2023; and as financial advisor to Summit Medical Group, a portfolio company of Warburg, in connection with its sale to VillageMD in January 2023. During the two-year period ended January 10, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Warburg and/or its affiliates and portfolio companies of approximately $34.7 million. Goldman Sachs has also provided certain financial advisory and/or underwriting services to WCAS and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner in connection with bank loans to Asurion, LLC, a portfolio company of WCAS, in October 2024, July 2023 and February 2023; and as financial advisor to Avetta, LLC, a portfolio company of WCAS, in connection with its sale to EQT Private Equity in July 2024. During the two-year period ended January 10, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to WCAS and/or its affiliates and portfolio companies of approximately $33.8 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Enfusion, Clearwater, FTV, ICONIQ, Permira, Warburg and WCAS and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. As of February 10, 2025, affiliates of Goldman Sachs & Co. LLC are currently co-invested with ICONIQ, Permira, Warburg and/or their respective affiliates and are currently invested in limited partnership units of affiliates of Permira, Warburg and WCAS and may in the future

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co-invest with, and invest in limited partnership units of, FTV, ICONIQ, Permira, Warburg, WCAS and/or their respective affiliates.

The Special Committee selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transactions. Pursuant to a letter agreement dated September 23, 2024, the Special Committee engaged Goldman Sachs to act as its financial advisor in connection with its strategic alternative review process. The engagement letter between the Special Committee and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $21.6 million, $2 million of which became payable upon the announcement of the Transactions (including a $200,000 non-contingent retainer fee paid monthly for the first two months of Goldman Sachs’ engagement by the Special Committee), and the remainder of which is contingent upon consummation of the Transactions. In addition, the Special Committee has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Interests of Enfusion’s Directors and Executive Officers in the Transactions

In considering the recommendation of the Enfusion Board that Enfusion Stockholders vote “FOR” the Merger Agreement Proposal, Enfusion Stockholders should be aware that Enfusion’s executive officers and non-employee directors have interests in the Transactions that may be different from, or in addition to, those of Enfusion Stockholders generally. The Enfusion Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger and in recommending that Enfusion Stockholders vote their shares of Enfusion Common Stock and Enfusion Class B Common Stock in favor of the Merger Agreement Proposal and the Adjournment Proposal.

Executive Officers and Non-Employee Directors

For purposes of this disclosure, Enfusion’s executive officers are:

Enfusion’s current non-employee directors are Michael Spellacy, Bradford Bernstein, Kathleen Traynor DeRose, Jan Hauser, Larry Leibowitz, Roy Luo and Deirdre Somers.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

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As the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment and Quantification of Enfusion Equity Awards

Each In-the-Money Enfusion Option, whether vested or unvested, that is outstanding and unexercised will be 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 Out-of-the-Money Enfusion Option that is outstanding and unexercised will be cancelled immediately prior to the Effective Time for no consideration.

Each Enfusion Vested RSU will be cancelled at the Effective Time in exchange for the right of the holder to receive the 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 procedures described above under the section titled “—Merger Consideration.”

Each Enfusion Unvested RSU will be assumed by Clearwater and converted at the Effective Time into 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 will be 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.

Each Enfusion PSU that is outstanding as of immediately prior to the Effective Time and vests as a result of the consummation of the Transactions will be 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 does not vest at the Effective Time in accordance with its terms will be cancelled as of the Effective Time for no consideration.

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The tables below summarize the number of In-the-Money Enfusion Options, Enfusion RSUs and Enfusion PSUs held by Enfusion executive officers and directors as of February 5, 2025, and the estimated aggregate value of such Enfusion equity awards, calculated based on the assumptions described above under the section titled “—Interests of Enfusion Directors and Executive Officers in the Transactions—Certain Assumptions.”

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Transaction and Transition Bonuses

In connection with the Transactions, each of   ,   ,   and   were granted cash transaction and transition bonuses equal to $   , $   , $    and $   , respectively, subject to such Enfusion executive officer’s continued employment through the Closing of the Transactions. For   ,   ,   and   , they will be required to repay $   , $   , $    and $   , respectively and in each case net of any taxes that they were required to pay in connection with such bonus, in the event that their employment is terminated following the Closing of the Transactions, and prior to December 31, 2025, by Enfusion or Clearwater with “cause” or by such Enfusion executive officer without “good reason” (as such terms are defined in the Severance Policy or, for Mr. Pawar, his employment agreement).

Severance Payments Upon a Qualifying Termination Prior to or Following the Effective Time

Executive Severance Policy

Each of the Enfusion executive officers (other than Mr. Pawar) is eligible to receive severance benefits under the Severance Policy as “covered executives.” In the event that a covered executive’s employment is terminated by Enfusion or its successors (including Clearwater) without “cause” or by the covered executive’s resignation for “good reason” (as each term is defined in the Severance Policy), subject to the covered executive’s execution and non-revocation of a separation agreement containing a release of claims in favor of Enfusion, each covered executive is eligible to receive:

Mr. Pawar Employment Agreement

Pursuant to Mr. Pawar’s employment agreement with Enfusion OpCo, dated November 7, 2023, if Mr. Pawar’s employment is terminated by Enfusion OpCo without “cause” or Mr. Pawar resigns with “good reason” (as each term is defined in his employment agreement), Mr. Pawar will be offered the opportunity to enter into a separate severance agreement describing post-termination rights and obligations. The severance agreement will, at minimum, provide for severance pay in the form of cash payment equivalent to one-year base salary plus one-year target discretionary bonus and payment of the full COBRA premiums applicable to Mr. Pawar and his eligible dependents for a period of 12 months immediately following his loss of coverage from Enfusion OpCo. When calculating one-year base salary and one-year target bonus, Enfusion OpCo will utilize the average of both Mr. Pawar’s base salary and his discretionary bonus across the three years preceding the termination event. If Mr. Pawar is terminated prior to three full years of service, Enfusion OpCo will utilize Mr. Pawar’s entire period of employment to determine the average.

Indemnification; Directors’ and Officer’s Insurance

The Merger Agreement provides that directors and officers of Enfusion will have the right to indemnification and continued coverage under directors’ and officers’ liability insurance policies for a period of six years following the Effective Time. For additional information, see the section titled “The Merger Agreement—Director and Officer Indemnification and Insurance.”

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