Roadzen Inc 8-K, filed Aug 25, 2023
Roadzen Inc. (RDZN)
About this 8-K
Roadzen Inc filed this 8-K on August 25, 2023, reporting on events of August 24, 2023.
Items reported
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) |
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Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 25, 2023, at 10:00 a.m. Eastern time, Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Company” or “Vahanna”), held an extraordinary general meeting of shareholders (the “Meeting”), at which holders of 16,627,786 ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), were present in person or by proxy, representing approximately 66.5% of the voting power of the 25,012,500 issued and outstanding Ordinary Shares entitled to vote at the Meeting as of the close of business on July 21, 2023, which was the record date for the Meeting.
At the Meeting, the below proposals were submitted to and approved by the Company’s shareholders (capitalized terms used and not otherwise defined herein have the meanings specified in the Company’s proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2023 (the “Proxy Statement”) in connection with the Meeting):
The Business Combination Proposal - a proposal to approve and adopt the Agreement and Plan of Merger, dated as of February 10, 2023 (as amended and/or restated from time to time, the “Merger Agreement”), by and among Vahanna, Vahanna Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Vahanna (“Merger Sub”), and Roadzen, Inc., a Delaware corporation (“Roadzen”), pursuant to which Merger Sub will merge with and into Roadzen, with Roadzen surviving the merger as a wholly owned subsidiary of Vahanna (the “Merger”).
| For | Against | Abstain | ||
| 13,803,373 | 2,821,787 | 2,626 |
The Charter Proposal - a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed amended and restated memorandum and articles of association of Vahanna (the “Proposed Charter”) that will be in effect upon the closing of the Merger (the “Closing”) and will, among other things, change Vahanna’s name to Roadzen Inc. (“New Roadzen”).
| For | Against | Abstain | ||
| 13,803,372 | 2,821,788 | 2,626 |
The Governance Proposals - a proposal to approve, on a non-binding advisory basis, certain governance provisions set forth in the Proposed Charter, which are being separately presented in accordance with the requirements of the SEC (collectively, the “Governance Proposals”):
| a. | to eliminate the Class A Ordinary Share and Class B Ordinary Share classifications and provide for a single class of ordinary shares; |
| For | Against | Abstain | ||
| 13,803,372 | 2,821,788 | 2,626 |
| b. | to provide clear instructions as to how a shareholder may bring matters before a general meeting and to increase the share ownership required for a member’s requisition from not less than ten percent (10%) to not less than thirty percent (30%); |
| For | Against | Abstain | ||
| 13,803,372 | 2,821,788 | 2,626 |
| c. | to provide that directors may be removed only for cause and by shareholders representing at least two-thirds (2/3) of New Roadzen’s voting power; and |
| For | Against | Abstain | ||
| 13,803,373 | 2,821,787 | 2,626 |
| d. | to increase the number of New Roadzen ordinary shares that constitute a quorum from one-third (1/3) to one-half (1/2). |
| For | Against | Abstain | ||
| 13,803,372 | 2,821,788 | 2,626 |
The Nasdaq Proposal - a proposal to approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market: (i) the issuance of New Roadzen ordinary shares pursuant to and in connection with the Merger Agreement and the PIPE Investment; and (ii) the related change of control of Vahanna that will occur in connection with consummation of the Merger and the other transactions contemplated by the Merger Agreement.
| For | Against | Abstain | ||
| 13,803,373 | 2,821,787 | 2,626 |
The Incentive Plan Proposal - a proposal to approve and adopt the New Roadzen 2023 Incentive Plan.
| For | Against | Abstain | ||
| 13,803,372 | 2,821,788 | 2,626 |
The ESPP Proposal - a proposal to approve and adopt the New Roadzen 2023 Employee Stock Purchase Plan.
| For | Against | Abstain | ||
| 13,803,373 | 2,821,787 | 2,626 |
The Adjournment Proposal, as described in greater detail in the Proxy Statement, was not presented to Vahanna’s shareholders, as the Business Combination Proposal, the Charter Proposal, the Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal each received a sufficient number of votes for approval. Based on the results of the Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the Merger Agreement and other transactions contemplated thereby are expected to be consummated in the third quarter of 2023. Following the consummation of the Merger, Vahanna intends to change its name to Roadzen Inc., with its ordinary shares and warrants expected to begin trading on the Nasdaq Stock Market under the symbol “RDZN” and “RDZNW”, respectively.
| Item 8.01. | Other Events. |
On August 25, 2023, Vahanna issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that an aggregate of $225,000 (the “Extension Payment”) was deposited by Vahanna LLC, a Delaware limited liability company (the “Sponsor”), into the Trust Account for Vahanna’s public shareholders, representing approximately $5.38 per public share. This enables Vahanna to extend the period of time it has to complete its proposed business combination with Roadzen pursuant to the Merger Agreement by one month, from August 26, 2023 to September 26, 2023 (the “Extension”).
The Sponsor loaned the Extension Payment to Vahanna in order to support the Extension and caused the Extension Payment to be deposited in the Trust Account for its public shareholders. This Extension Payment was evidenced by the unsecured promissory note previously issued by Vahanna to the Sponsor on May 24, 2023 (as amended, the “Note”). The Note bears interest at a rate of twenty percent (20.0%) per annum with an original issue discount of ten percent (10.0%) and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company.
The Note was issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Note, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number |
Title | |
| 10.1 | Promissory Note, dated as of May 24, 2023 (as amended). | |
| 99.1 | Press Release dated August 25, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 25, 2023 | Vahanna Tech Edge Acquisition I Corp. | |||||
| By: | /s/ Karan Puri | |||||
| Name: | Karan Puri | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
VAHANNA TECH EDGE ACQUISITION I CORP.
PROMISSORY NOTE
| Principal Amount: $726,363 (as may be adjusted from time to time) (See Schedule A) Purchase Price: $660,330 (as may be adjusted from time to time) (See Schedule A) |
Dated as of May 24, 2023 |
FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (the “Maker”), promises to pay to the order of Vahanna LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the principal balance as set forth on Schedule A hereto in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Note. Any advance hereunder shall be made by the Payee upon receipt of a written request of the Maker and shall be set forth on Schedule A. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Definitions. The following definitions shall apply for all purposes of this Note:
“Business Combination” means a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Maker and one or more businesses.
“Claim” has the meaning set forth in Section 15 hereof.
“Event of Default” has the meaning set forth in Section 6 hereof.
“IPO” means the Maker’s initial public offering of units that closed on November 26, 2023.
“Letter Agreement” means the Letter Agreement dated November 22, 2021, among the Maker, Payee and the other parties thereto.
“Maker” has the meaning set forth in the recitals hereof.
“Maturity Date” means the earlier of (i) 18 months from the closing of the IPO (or up to 21 months from the closing of the IPO if the Maker extends the period of time to consummate a Business Combination) and (ii) the date on which the Business Combination is consummated.
“Note” means this Promissory Note.
“Original Issue Discount” means 10% of the purchase price of the Note.
“Outstanding Amount” means, as of any given date, the then-outstanding principal of this Note.
“Payee” has the meaning set forth in the recitals hereof.
“Private Placement Warrants” means the private warrants of the Maker sold in a private placement which closed concurrently with Maker’s IPO.
2. Principal. On the Maturity Date, all unpaid principal and interest under this Note shall be due and payable in full, unless accelerated upon the occurrence of an Event of Default (as defined below). Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at its election and without penalty.
3. Interest. Interest shall accrue from the date of this Note on any and all then-outstanding principal balance of this Note (regardless of any Original Issue Discount) at a rate equal to twenty percent (20.00%) per annum, compounded annually.
4. Prepayment. Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at its election and without penalty.
5. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
6. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note on the Maturity Date;
(b) Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing; or
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
7. Termination of Rights. All rights with respect to this Note shall terminate upon Maker’s repayment of the Outstanding Amount.
8. Original Issue Discount: This Promissory Note is issued at a price less than its face value, which is the Original Issue Discount. The Maker agrees and acknowledges that such discount constitutes an Original Issue Discount. The Maker understands that the Original Issue Discount may have tax implications and agrees to comply with all applicable tax laws and regulations related to the reporting and payment of any such Original Issue Discount.
9. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 6(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 6(b) or 6(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
10. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
11. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.
12. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most
recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
13. Construction. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.
14. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
15. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Warrants were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in connection with the IPO on November 26, 2021, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
16. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
17. Successors and Assigns. Subject to the restrictions on transfer in Sections 18 and 19 below, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
18. Transfer of this Note. Prior to an Event of Default, neither this Note nor any rights hereunder may be assigned, conveyed or transferred, in whole or in part, without the Maker’s prior written consent, which the Maker may withhold in its sole discretion; provided, that the Payee may make an assignment or transfer of this Note upon receipt of (i) a written opinion reasonably satisfactory to the Maker in form and substance from counsel to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the note delivered to the Maker. If a determination has been made pursuant to this Section 17 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books
maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue, and the Maker shall not be affected by notice to the contrary.
19. Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.
[Signature Page Follows]
IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| VAHANNA TECH EDGE ACQUISITION I CORP. | ||
| By: | /s/ Raahim Don | |
| Name: | Raahim Don | |
| Title: | Chief Financial Officer | |
Acknowledged and agreed as of the date first above written.
| VAHANNA LLC | ||
| By: | /s/ Vinode Ramgopal | |
| Name: | Vinode Ramgopal | |
| Title: | Manager | |
| By: | /s/ Akshaya Bhargava | |
| Name: | Akshaya Bhargava | |
| Title: | Manager | |
[Signature Page to Promissory Note]
SCHEDULE A
Subject to the terms and conditions set forth in the Note to which this schedule is attached to, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.
| Date |
Purchase Price | Description | Principal Balance | |||||||||
| May 24, 2023 |
$ | 660,330 | Extension Loan | $ | 726,363 | |||||||
| June 2, 2023 |
$ | 30,330 | Working Capital | $ | 759,726 | |||||||
| June 22, 2023 |
$ | 660,330 | Extension Loan | $ | 1,486,089 | |||||||
| June 28, 2023 |
$ | 20,347 | Working Capital | $ | 1,508,471 | |||||||
| June 30, 2023 |
$ | 100,000 | Working Capital | $ | 1,618,471 | |||||||
| July 24, 2023 |
$ | 660,330 | Extension Loan | $ | 2,344,834 | |||||||
| August 14, 2023 |
$ | 100,000 | Working Capital | $ | 2,454,834 | |||||||
| August 21, 2023 |
$ | 100,000 | Working Capital | $ | 2,564,834 | |||||||
| August 24, 2023 |
$ | 125,000 | Working Capital | $ | 2,702,334 | |||||||
Exhibit 99.1
Vahanna Tech Edge Acquisition I Corp. Announces Additional Contribution to Trust Account to Extend Deadline to Consummate Business Combination
NEW YORK, August 25, 2023 — Vahanna Tech Edge Acquisition I Corp. (NASDAQ: VHNAU, VHNA, VHNAW) (“Vahanna” or the “Company”), a special purpose acquisition company, announced today that, on August 24, 2023, its sponsor, Vahanna LLC, timely deposited an aggregate of $225,000 (the “Extension Payment”), representing approximately $5.38 per public share, into Vahanna’s trust account in order to extend the date by which Vahanna has to consummate a business combination from August 26, 2023 to September 26, 2023 (the “Extension”). The Extension provides Vahanna with additional time to complete its proposed business combination (the “Business Combination”) with Roadzen, Inc. (“Roadzen”), a leading insurance technology company powered by advanced artificial intelligence. In connection with the consummation of the Business Combination, Vahanna will be renamed “Roadzen Inc.” (“New Roadzen”).
The Sponsor loaned the Extension Payment to Vahanna in order to support the Extension and caused the Extension Payment to be deposited in Vahanna’s trust account for its public shareholders. This Extension Payment was evidenced by the unsecured promissory note previously issued by Vahanna to the Sponsor on May 24, 2023 (as amended, the “Note”). The Note bears interest at a rate of twenty percent (20.0%) per annum with an original issue discount of ten percent (10.0%) and will be due and payable (subject to the waiver against trust provisions) on the earlier of (i) the date on which the Business Combination is consummated and (ii) the date of the liquidation of the Company. The business combination is expected to be consummated in the third quarter of 2023, subject to, among other things, the approval of the transaction by Vahanna’s shareholders, satisfaction of the conditions stated in the definitive business combination agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission completes its review of the proxy statement/prospectus relating to the transaction, the receipt of certain regulatory approvals, and the approval by The Nasdaq Stock Market to list the securities of the combined company.
About Vahanna Tech Edge Acquisition I Corp.
Vahanna Tech Edge Acquisition I Corp. is a blank check company incorporated on April 22, 2021 as a British Virgin Islands business company and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
About Roadzen
Roadzen is a leading insurance technology company on a mission to transform global auto insurance powered by advanced AI. At the heart of Roadzen’s mission is its commitment to create transparency, efficiency, and a seamless experience for the millions of end customers who use its products through insurer, OEM, and fleet (such as trucking, delivery, and commercial fleets) partners. Roadzen seeks to accomplish this by combining computer vision, telematics and AI with continually updated data sources to provide a more efficient, effective and informed way of building auto insurance products, processing claims and improving driver safety. Roadzen has been recognized as a top innovator in the insurtech space by Forbes and Financial Express (India).
For materials and information, visit https://www.vahannatech.com/ for Vahanna and https://www.roadzen.io/ for Roadzen.
Additional Information and Where to Find It
In connection with the Business Combination, on February 14, 2023, Vahanna filed a Registration Statement on Form S-4 (File No. 333-269747) (as amended, the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) which includes a proxy statement/prospectus. The Registration Statement has been declared effective and the proxy statement/prospectus has been distributed to Vahanna’s shareholders in connection with its solicitation of proxies for the vote by Vahanna’s shareholders with respect to the Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the Business Combination to certain of Roadzen’s shareholders. This press release does not contain all the
information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Vahanna’s shareholders and other interested persons are advised to read the proxy statement/prospectus included in the Registration Statement, as these materials contain important information about Roadzen, Vahanna and the Business Combination.
The definitive proxy statement/prospectus and other relevant materials for the Business Combination have been mailed to the shareholders of Vahanna as of the record date established for voting on the Business Combination. Shareholders can obtain copies of the definitive proxy statement and other documents filed with the SEC, without charge, at the SEC’s website at www.sec.gov, or by directing a request to Vahanna’s chief financial officer at 1230 Avenue of the Americas, 16th Floor, New York, NY 10020.
Participants in Solicitation
Vahanna and its directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of Vahanna’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination with Roadzen of Vahanna’s directors and officers in Vahanna’s filings with the SEC, including Vahanna’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on April 14, 2023 (amended by Amendment No. 1 thereto filed on April 27, 2023), and such information and names of Roadzen’s directors and executive officers in the Registration Statement. Shareholders can obtain copies of Vahanna’s filings with the SEC, without charge, at the SEC’s website at www.sec.gov. Roadzen and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Vahanna in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination are included in the Registration Statement.
Cautionary Statement Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Vahanna’s or Roadzen’s future financial or operating performance. For example, statements regarding anticipated growth in the industry in which Roadzen operates and anticipated growth in demand for Roadzen’s services, projections of Roadzen’s future financial results and other metrics, the satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma”, “may”, “should”, “could”, “might”, “plan”, “possible”, “project”, “strive”, “budget”, “forecast”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Vahanna and its management, and Roadzen and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of subsequent definitive agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against Vahanna, Roadzen, New Roadzen or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of Vahanna or Roadzen; (iv) the inability of Roadzen to satisfy other conditions to closing; (v) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (vi) the ability to meet stock exchange listing standards in connection with and following the consummation of the Business Combination; (vii) the risk that the proposed Business Combination disrupts current plans and operations of Roadzen as a result of the announcement and consummation of the Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of New Roadzen to grow and manage growth profitably, the ability of New Roadzen to maintain relationships with customers, suppliers, labor unions and other organizations that have a role in
the business of Roadzen and the ability of New Roadzen to retain its management and key employees; (ix) costs related to the Business Combination; (x) changes in applicable laws or regulations, including those affecting the industries in which New Roadzen will operate; (xi) the possibility that Roadzen or New Roadzen may be adversely affected by other economic, business, regulatory, and/or competitive factors; (xii) Roadzen’s estimates of expenses and profitability; (xiii) the evolution of the markets in which Roadzen competes; (xiv) the ability of Roadzen to implement its strategic initiatives and continue to innovate its existing offerings; (xv) the ability of Roadzen to satisfy regulatory requirements; (xvi) the impact of the COVID-19 pandemic on Roadzen’s and New Roadzen’s business; and (xvii) other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Vahanna’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on April 14, 2023 (as amended by Amendment No. 1 thereto filed on April 27, 2023), and other risks and uncertainties indicated from time to time in the definitive proxy statement delivered to Vahanna’s shareholders and related registration statement on Form S-4, including those set forth under “Risk Factors” therein, and other documents to be filed with the SEC by Vahanna. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. Readers should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither Vahanna nor Roadzen undertakes any duty to update these forward-looking statements.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Vahanna or Roadzen, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Media Contact(s):
Sanya Soni
sanya@roadzen.io
Investors
Roadzen: Raghav Kansal
raghav@roadzen.io
Vahanna: Raahim Don
raahim@vahanna.com