Roadzen Inc. Files 8-K on Agreements and Equity Sales

TL;DR

Roadzen Inc. filed an 8-K detailing new deals and stock sales from Dec 27, 2024.

AI Summary

Roadzen Inc. filed an 8-K on January 2, 2025, reporting on events occurring on December 27, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. The company was formerly known as Vahanna Tech Edge Acquisition I Corp. until June 21, 2021.

Why It Matters

This 8-K filing signals significant corporate activity for Roadzen Inc., including new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity securities and material definitive agreements, which can introduce complexities and potential risks for investors.

Key Players & Entities

• Roadzen Inc. (company) — Registrant
• Vahanna Tech Edge Acquisition I Corp. (company) — Former company name
• December 27, 2024 (date) — Date of earliest event reported
• January 2, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share RDZN The Nasdaq Stock Mar
• $11.50 — ary share, each at an exercise price of $11.50 per share RDZNW The Nasdaq Stock Ma
• $3.5 million — Agreements, on that date, approximately $3.5 million in aggregate of liabilities of the Comp

Filing Documents

• rdzn-20241227.htm (8-K) — 51KB
• rdzn-ex10_1.htm (EX-10.1) — 158KB
• rdzn-ex10_2.htm (EX-10.2) — 19KB
• 0000950170-25-000447.txt ( ) — 400KB
• rdzn-20241227.xsd (EX-101.SCH) — 47KB
• rdzn-20241227_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 27, 2024, Roadzen Inc. (the "Company") entered into two separate subscription agreements (the "Subscription Agreements") with related parties, Marco Polo Securities, Inc. ("Marco Polo") and Avacara PTE Ltd. ("Avacara"). Pursuant to the terms of the Subscription Agreements, on that date, approximately $3.5 million in aggregate of liabilities of the Company to such entities was canceled in exchange for the issuance of an aggregate of 1,227,867 ordinary shares (the "Shares") of the Company (with 892,857 Shares issued to Marco Polo and 335,000 Shares issued to Avacara), as contemplated by the binding term sheets entered into by the Company on July 18, 2024 and reported in the Form 8-K filed by the Company on July 23, 2024. The Chairman of the Board of the Company, Steven Carlson, is the principal owner of Marco Polo and the Company's Chief Executive Officer, Rohan Malhotra, is the principal owner and Managing Partner of Avacara, a significant shareholder of the Company. The Subscription Agreements include customary "piggyback" registration rights, as well as demand registration rights which require the Company to register the Shares if requested by Marco Polo or Avacara in the event that the Shares have not been registered on a "piggyback" basis within 90 days following the closing of the transactions contemplated by the Subscription Agreement (the "Closing"). Also on December 27, 2024, the Company entered into separate lock-up letter agreements (the "Lock-Up Agreements") with each of Marco Polo and Avacara, pursuant to which each such entity agreed not to sell any of the Shares issued to it for a period of nine months following the Closing, except that 30% of each holder's Shares may be sold as of the 91st day after the Closing Date, another 30% may be sold on the 181st day after the Closing Date and the remainder may be sold as of one day after the nine month anniversary of the Closing Date. The

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information included in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report to the extent required. The Shares have been offered and sold pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder, for the sale of securities not involving a public offering.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description of Exhibit 10.1 Form of Subscription Agreement, dated as of December 27, 2024 10.2 Form of Lock-Up Agreement, dated as of December 27, 2024 104 Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES 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. ROADZEN INC. Date: January 2, 2025 By: /s/ Jean-Nol Gallardo Name: Jean-Nol Gallardo Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR