VHNAU Vahanna Tech Edge Acquisition I Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 22, 2024

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

British Virgin Islands			001-41094	98-1600102
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
111 Anza Blvd Suite 109
Burlingame, California				94010
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (347) 745-6448

 

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share		RDZN		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share		RDZNW		The Nasdaq Stock Market LLC

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. ☐

 

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

As previously reported on the Form 8-K filed by Roadzen Inc. (the “Company”) on April 4, 2024 (the “Initial Form 8-K”), on March 28, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with Supurna VedBrat and Krishnan-Shah Family Partners, LP (together, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, and the Purchasers agreed to purchase from the Company, an aggregate of up to $2 million in principal amount of senior secured notes (the “Notes”). Ms. VedBrat is a director of the Company. Ajay Shah, another director of the Company, and his wife, are trustees of the general partner of the Krishnan-Shah Family Partners, LP.

 

As described in the Initial Form 8-K, pursuant to the terms of the SPA, the Company agreed to issue to each Purchaser, warrants (the “Warrants”) to purchase, for each $10,000 in original principal amount of Notes purchased, 1,000 of the Company’s ordinary shares (“Ordinary Shares”). Accordingly, on April 22, 2024, the Company issued Warrants to purchase 50,000 Ordinary Shares to Krishnan-Shah Family Partners, LP, and the Company expects to issue Warrants to purchase such number of Ordinary Shares to Ms. VedBrat in the near future. Each Warrant will be exercisable at any time during the period commencing on March 28, 2025 (or earlier under certain circumstances described in the Warrants) (as applicable, the “Vesting Date”) through March 28, 2031 (or until the dissolution, liquidation or winding up of the Company, if earlier). The exercise price of the Warrants is equal to 80% of the lower of (i) the volume weighted average price (the “VWAP”) of the Ordinary Shares, as reported on the relevant market or exchange, over the 60 trading days subsequent to the first loan funding, (ii) the opening price of any public offering of straight equity securities of the Company occurring within six months after the issue date of the Warrants and (iii) the VWAP of the Ordinary Shares over the 60 trading days immediately prior to the Vesting Date. The Warrants have customary anti-dilution protections in the event the Company declares dividends or distributions on the Ordinary Shares or subdivides, combines or reclassifies its outstanding Ordinary Shares.

 

The foregoing description of the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Warrants, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information included in Item 1.01 of this Current Report and in the Initial Form 8-K is incorporated by reference into this Item 3.02 of this Current Report to the extent required. The Warrants 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.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description of Exhibit
4.1		Form of Warrants.
104		Cover page interactive data file (embedded within the Inline XBRL document).

 

 

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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:	April 26, 2024	By:	/s/ Jean-Noël Gallardo
		Name: Title:	Jean-Noël Gallardo Chief Financial Officer

 

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Exhibit 4.1

NEITHER THIS WARRANT NOR THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED (EXCEPT THAT NOTWITHSTANDING THE FOREGOING, THIS warrant MAY BE PLEDGED AS COLLATERAL TO THE LENDERS TO HOLDER(S) hereof).

 

WARRANT TO PURCHASE ORDINARY SHARES
OF
ROADZEN INC.

No. [●] Ordinary Shares

FOR VALUE RECEIVED, [●], or its assigns (“Holder”), is entitled to purchase, subject to the provisions of this Warrant, from Roadzen Inc., a British Virgin Islands business company (the “Company”), up to [●] shares of fully paid, validly issued and nonassessable ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”), at an exercise price per share as set forth below, subject to the vesting provisions set forth in Section (a)(3) hereof. The number of Ordinary Shares to be received upon the exercise of this Warrant and the price to be paid for each Ordinary Share may be adjusted from time to time as hereinafter set forth. The Ordinary Shares deliverable upon such exercise, and as adjusted from time to time pursuant to Sections (f) or (h) hereof or as otherwise provided herein, are hereinafter sometimes referred to as “Warrant Shares” and the exercise price per Ordinary Share acquirable upon exercise hereof as in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price.” The Exercise Price shall be a price equal to 80% of the lower of (i) the Volume-Weighted Average Price (“VWAP”) of the Company’s Ordinary Shares (RZDN), as reported on the relevant market or exchange, over the sixty (60) trading days subsequent to the first loan funding, (ii) the opening price of RDZN, as reported on the relevant market or exchange, in any public offering of straight equity securities of the Company occurring within six (6) months after the issue date of the Warrants, and (iii) the VWAP of the Company’s Ordinary Shares (RDZN), as reported on the relevant market or exchange, over the sixty (60) trading days immediately prior to the vesting of the Warrants.

This Warrant to Purchase Ordinary Shares (this “Warrant”) is being issued pursuant to that certain Securities Purchase Agreement, dated as of March 28, 2024, to which the Holder and the Company, are parties (the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement.

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Notwithstanding anything to the contrary herein, (A) this Warrant may be exercised only with respect to any Warrant Shares that have vested in accordance with the terms hereof, and (B) this Warrant shall vest in full and become immediately exercisable with respect to all remaining Warrant Shares immediately prior to the closing of a Company Sale (as defined below) during the Exercise Period.

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[Signatures appear on the following page.]

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IN WITNESS WHEREOF, the parties hereto have executed this Warrant on the date first set forth above.

 

HOLDER: [●] By: Name: Title:

 

COMPANY:   ROADZEN INC. By: Name: Rohan Malhotra Title: CEO

 

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PURCHASE FORM / EXCHANGE NOTICE [circle applicable items]

(1) The undersigned hereby irrevocably elects to exercise the within Warrant to the extent of purchasing Ordinary Shares of Roadzen Inc. (or such number of Ordinary Shares or other securities or property to which the undersigned is entitled in lieu thereof or in addition thereto under the provisions of the Warrant).

(2) The undersigned hereby elects to make payment (Please check one):

___ on a cashless basis pursuant to the provisions of Section (a)(2) of the Warrant.

___ with the enclosed bank draft, certified check or money order payable to the Company in payment of the exercise price determined under, and on the terms specified in, the Warrant.

(3) The undersigned hereby irrevocably directs that the said shares be issued and delivered as follows:

Name(s) in Full	Address(es)	Number of Shares	S.S. or IRS #

 

(4) If the Warrant was not exercised in full, please check the following:

The undersigned hereby irrevocably directs that any remaining portion of the warrant be issued and delivered as follows:

Name(s) in Full	Address(es)	Number of Shares	S.S. or IRS #

 

Name of Holder:

 

 

Signature of Holder    Print Name

 

 

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v3.24.1.u1

Document And Entity Information	Apr. 22, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 22, 2024
Entity Registrant Name	ROADZEN INC.
Entity Central Index Key	0001868640
Entity Emerging Growth Company	true
Entity File Number	001-41094
Entity Incorporation, State or Country Code	D8
Entity Tax Identification Number	98-1600102
Entity Address, Address Line One	111 Anza Blvd
Entity Address, Address Line Two	Suite 109
Entity Address, City or Town	Burlingame
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94010
City Area Code	347
Local Phone Number	745-6448
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	RDZN
Security Exchange Name	NASDAQ
Warrants, Each Warrant Exercisable for One Ordinary Share, Each at An Exercise Price of $11.50 per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	RDZNW
Security Exchange Name	NASDAQ

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