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): January 30, 2024

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virgin Islands, British			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:

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 disclosed, on August 25, 2023, Roadzen Inc. (then named Vahanna Tech Edge Acquisition I Corp.) (the “Company”) entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions, as summarized in the Current Report on Form 8-K filed by the Company on September 26, 2023 (the “Prior 8-K”). Capitalized terms used but not defined herein have the meanings given to them in the Prior 8-K and/or the Forward Purchase Agreement.

On January 30, 2024, the Company and the Seller entered into an amendment to the Forward Purchase Agreement (the “Amendment”). The Amendment amends the section of the Forward Purchase Agreement regarding a Prepayment Shortfall by providing that the Company has the option, at its sole discretion, at any time up to 45 days prior to the Valuation Date, to request up to $5 million in Prepayment Shortfall via ten separate written requests to Seller in the amount of $500,000 each (each, an “Additional Shortfall Request”), provided that at the time of any Additional Shortfall Request (i) Seller has recovered 117% of the prior Additional Shortfall Request, if any, via Shortfall Sales and (ii) the VWAP Price over the ten trading days prior to such Additional Shortfall Request multiplied by the then current Number of Shares less Shortfall Sale Shares held by Seller is at least seven times greater than such Additional Shortfall Request. In addition, the Amendment amends the section of the Forward Purchase Agreement regarding Prepayment Shortfall Consideration by eliminating the 180-day period following a Trade Date before Seller may commence selling Recycled Shares and by permitting such sales without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 117% (instead of 100% as originally provided in the Forward Purchase Agreement) of the Prepayment Shortfall.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
10.1		Forward Purchase Agreement Confirmation Amendment dated as of January 30, 2024.
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:	February 2, 2024	By:	/s/ Rohan Malhotra
			Name: Rohan Malhotra Title: Chief Executive Officer

 

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EX-10.1

 

FORWARD PURCHASE AGREEMENT Confirmation AMENDMENT

THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of January 30, 2024 (this “Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”) (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”) and (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”) and (iv) Roadzen, Inc., a Delaware corporation (formerly defined as “Target”) and Roadzen Inc., a BVI business company formerly known before the Business Combination as Vahanna Tech Edge Acquisition I Corp. (formerly defined and/or referred to as “VHNA”, “Pubco” (Ticker: “RDZN”), “Counterparty”).

Reference is hereby made to the OTC Equity Prepaid Forward Transaction, dated as of August 25, 2023 (as may be amended from time to time, the “Confirmation”), by and between Seller, VHNA, Target and RDZN. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Confirmation.

On September 20, 2023, Target and VHNA completed the Business Combination, and accordingly, the Seller delivered a Pricing Date Notice to commence the Transaction.

 

a. The Section titled “Prepayment Shortfall” shall be deleted in its entirety and replaced with the following:

 

Prepayment Shortfall:

An amount in USD equal to one-half percent (0.50%) of the product of (i) the Recycled Shares multiplied by (ii) the Initial Price; paid by Seller to Counterparty on the Prepayment Date (which amount shall be netted from the Prepayment Amount). Additionally, Counterparty shall have the option, at its sole discretion, at any time up to forty-five (45) calendar days prior to the Valuation Date, to request up to $5,000,000 of Prepayment Shortfall via ten (10) distinct written requests to Seller in the amount of $500,000 (each an “Additional Shortfall Request”), provided Counterparty shall only be able to make an Additional Shortfall Request provided the (i) Seller has recovered 117% of the prior Additional Shortfall Request, if any, via Shortfall Sales as further described in the Section titled “Prepayment Shortfall Consideration” and (ii) the VWAP Price over the ten (10) trading days prior to an Additional Shortfall Request multiplied by the then current Number of Shares less Shortfall Sale Shares held by Seller be at least seven (7) times greater than the Additional Shortfall Request.

 

e. The Section titled “Prepayment Shortfall Consideration” shall be deleted in its entirety and replaced with the following:

 

 

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Prepayment Shortfall Consideration:

Seller in its sole discretion may sell Recycled Shares at any time and at any sales price, without payment by Seller of any Early Termination Obligation (as defined below) until such time as the proceeds from such sales equal 117% of the Prepayment Shortfall (as set forth under Shortfall Sales below) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only (a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall Sale Notice is delivered hereunder, and (b) an Optional Early Termination, subject to the terms and conditions herein applicable to Terminated Shares, when an OET Notice (as defined below) is delivered hereunder, in each case the delivery of such notice in the sole discretion of the Seller. For the avoidance of doubt and notwithstanding anything to the contrary herein, Seller shall not be liable for any Settlement Amount payment with respect to the Shortfall Sale Shares.

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

METEORA STRATEGIC CAPITAL, LLC;

METEORA SELECT TRADING OPPORTUNITIES MASTER, LP; AND

METEORA CAPITAL PARTNERS, LP

 

 

By: /s/ Vik Mittal

Name: Vik Mittal

Title: Managing Member

 

 

 

 

ROADZEN, INC.

 

 

 

By: /s/ Rohan Malhotra______________

Name: Rohan Malhotra

Title: CEO

 

 

 

 

 

ROADZEN INC., formerly known as

Vahanna Tech Edge Acquisition I Corp

 

 

 

By: /s/ Rohan Malhotra____________

Name: Rohan Malhotra

Title: CEO

 

 

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v3.24.0.1

Document And Entity Information	Jan. 30, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 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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