{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-242523","form_type":"8-K","ticker":"RDZN","cik":"0001868640","company_name":"Roadzen Inc.","filed_at":"2023-09-26T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.924727+00:00","generated_at":"2026-06-10T08:56:29.439665+00:00","sec_items":["1.01","2.01","5.06","3.02","4.01","9.01","3.03","5.01","5.02","5.03","5.05","7.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Roadzen closes business combination with Vahanna; 68.4M shares outstanding","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-242523","json":"https://secwatch.observer/filing/0001193125-23-242523.json","markdown":"https://secwatch.observer/filing/0001193125-23-242523.md","text":"https://secwatch.observer/filing/0001193125-23-242523.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/d537808d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T08:56:29.439665+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"404c82344a","claim":"Abha Kumar resigned as Director at Roadzen Inc..","evidence_excerpt":"Abha Kumar and Rangarajan Sundaram, each a member of the board of directors of Vahanna, resigned.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.85,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"83701aa681","claim":"Raahim Don resigned as Chief Financial Officer at Roadzen Inc..","evidence_excerpt":"Karan Puri and Raahim Don, the Chief Executive Officer and Chief Financial Officer, respectively, of Vahanna, resigned.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.85,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"d79bf91659","claim":"Rangarajan Sundaram resigned as Director at Roadzen Inc..","evidence_excerpt":"Abha Kumar and Rangarajan Sundaram, each a member of the board of directors of Vahanna, resigned.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.85,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e57879fad9","claim":"Karan Puri resigned as Chief Executive Officer at Roadzen Inc..","evidence_excerpt":"Karan Puri and Raahim Don, the Chief Executive Officer and Chief Financial Officer, respectively, of Vahanna, resigned.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.85,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"54bdbfc5db209a3c78c587843f997db0520a2934","claim":"Roadzen Inc.: Change of fiscal year end from December 31 to March 31, effective as of the Closing Date (effective 2023-09-20).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"fiscal year change"},{"label":"Effective","value":"2023-09-20"}],"fact_type":"governance_change"},{"claim_id":"60513588f8dabe62690bfef7145529a697d7d627","claim":"Roadzen Inc.: Adoption of amended and restated memorandum and articles of association effective upon closing of business combination (effective 2023-09-20).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"},{"label":"Effective","value":"2023-09-20"}],"fact_type":"governance_change"},{"claim_id":"9f9a1b9b966b131e19c20f169531c110315cb18d","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"code of ethics"},{"label":"Effective","value":"2023-09-20"}],"fact_type":"governance_change"},{"claim_id":"eabf114ba2629f2d110bab41743ec0bbbcc4f92c","claim":"Roadzen Inc.: Vahanna ceased to be a shell company as a result of the business combination (effective 2023-09-20).","evidence_excerpt":"As a result of the Business Combination, Vahanna ceased to be a shell company.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"shell status"},{"label":"Effective","value":"2023-09-20"}],"fact_type":"governance_change"},{"claim_id":"7ce78c2ff2c31c06d9606576bb858f71ea783522","claim":"Roadzen Inc. underwent a change of control involving Roadzen, Inc. for 27.21 ordinary shares of RDZN (closed 2023-09-20).","evidence_excerpt":"☐ 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”).","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Roadzen, Inc."},{"label":"Consideration","value":"27.21 ordinary shares of RDZN"},{"label":"Closing","value":"2023-09-20"}],"fact_type":"ma_transaction"},{"claim_id":"9a389c7728010c7520aa6e3855a66b956a848a5d","claim":"Roadzen Inc. entered into Lock-up Agreements with certain pre-Closing holders of Roadzen common stock.","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.7,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"certain pre-Closing holders of Roadzen common stock"}],"fact_type":"material_agreement"},{"claim_id":"c3de908d6ff08b27435446fc69c02d81ba007e33","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1868640/000119312523242523/0001193125-23-242523-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Mizuho, as administrative agent and collateral agent, and certain purchasers"},{"label":"Value","value":"$7,500,000"},{"label":"Effective","value":"2023-06-30"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}