8-K
filed September 26, 2023, 7:59 PM ET
ticker RDZN
CIK 0001868640
M&A
confidence high
sentiment neutral
materiality 0.90
Roadzen Inc. (RDZN): M&A transaction — Roadzen closes business combination with Vahanna; 68.4M shares outstanding
Roadzen Inc.
- 7,524,747 Vahanna shares redeemed at $10.76/share ($81.0M); remaining trust $26,824 released.
- Post-combination shares outstanding: 68,440,829; trading on Nasdaq under RDZN & RDZNW since Sep 21.
- Lock-up agreements with pre-Closing Roadzen holders until $12.00 for 20/30 days after 150 days.
- Mizuho $7.5M senior secured notes at 15% interest; warrants for 2.5% fully diluted if unpaid after 6 months.
- Forward purchase agreement with Meteora for up to 5M shares; 702,255 shares issued under FPA PIPE.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.85
Abha Kumar resigned as Director at Roadzen Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Abha Kumar and Rangarajan Sundaram, each a member of the board of directors of Vahanna, resigned.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Raahim Don resigned as Chief Financial Officer at Roadzen Inc..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
Karan Puri and Raahim Don, the Chief Executive Officer and Chief Financial Officer, respectively, of Vahanna, resigned.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Rangarajan Sundaram resigned as Director at Roadzen Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
Abha Kumar and Rangarajan Sundaram, each a member of the board of directors of Vahanna, resigned.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Karan Puri resigned as Chief Executive Officer at Roadzen Inc..
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Karan Puri and Raahim Don, the Chief Executive Officer and Chief Financial Officer, respectively, of Vahanna, resigned.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Roadzen Inc.: Change of fiscal year end from December 31 to March 31, effective as of the Closing Date (effective 2023-09-20).
- Change
- fiscal year change
- Effective
- 2023-09-20
Exact text from the filing
On September 20, 2023, the Board adopted a resolution to change RDZN’s fiscal year end from December 31 to March 31, effective as of the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Roadzen Inc.: Adoption of amended and restated memorandum and articles of association effective upon closing of business combination (effective 2023-09-20).
- Change
- bylaw amendment
- Effective
- 2023-09-20
Exact text from the filing
RDZN’s Amended and Restated Memorandum and Articles of Association became effective upon filing with the Registrar of Corporate Affairs in the British Virgin Islands on the Closing Date.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Roadzen Inc.: Adoption of a new code of business conduct applicable to all employees, officers and directors, effective on the Closing Date (effective 2023-09-20).
- Change
- code of ethics
- Effective
- 2023-09-20
Exact text from the filing
On the Closing Date, in connection with the Closing, the Board adopted a new code of business conduct applicable to all of RDZN’s employees, officers and directors.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Roadzen Inc.: Vahanna ceased to be a shell company as a result of the business combination (effective 2023-09-20).
- Change
- shell status
- Effective
- 2023-09-20
Exact text from the filing
As a result of the Business Combination, Vahanna ceased to be a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Roadzen Inc. underwent a change of control involving Roadzen, Inc. for 27.21 ordinary shares of RDZN (closed 2023-09-20).
- Action
- change of control
- Counterparty
- Roadzen, Inc.
- Consideration
- 27.21 ordinary shares of RDZN
- Closing
- 2023-09-20
Exact text from the filing
☐ INTRODUCTORY NOTE Closing of the Business Combination On September 20, 2023 (the “Closing Date”), Roadzen, Inc., a Delaware corporation (“Roadzen”), Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (“Vahanna”), and Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna (“Merger Sub”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna, Roadzen and Merger Sub (the “Initial Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated June 29, 2023 (the “Merger Agreement Amendment”, and the Initial Merger Agreement as amended by the Merger Agreement Amendment, the “Merger Agreement”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.7
Roadzen Inc. entered into Lock-up Agreements with certain pre-Closing holders of Roadzen common stock.
- Action
- entry
- Counterparty
- certain pre-Closing holders of Roadzen common stock
Exact text from the filing
On the Closing Date, in connection with the Closing, RDZN entered into Lock-up Agreements with certain pre-Closing holders of Roadzen common stock (the “Lock-up Agreements”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Roadzen Inc. entered into Note Purchase Agreement with Mizuho, as administrative agent and collateral agent, and certain purchasers valued at $7,500,000 (effective 2023-06-30).
- Action
- entry
- Agreement
- notes offering
- Counterparty
- Mizuho, as administrative agent and collateral agent, and certain purchasers
- Value
- $7,500,000
- Effective
- 2023-06-30
Exact text from the filing
on June 30, 2023, Roadzen entered into the Note Purchase Agreement with Mizuho, as administrative agent and collateral agent, and certain purchasers that may become party thereto from time to time, as purchasers of the senior secured notes (together with Mizuho, the “Purchasers”), pursuant to which the Purchasers purchased, and Roadzen issued, an aggregate principal amount of $7,500,000 of senior secured notes
View on SEC.gov
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