TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo July 21, 2021 Karan Puri Chief Executive Officer Vahanna Tech Edge Acquisition I Corp. 144 East 44th Street, 8th Floor New York, NY 10017 Re: Vahanna Tech Edge Acquisition I Corp. Amendment No 1 to Draft Registration Statement on Form S-1 Submitted on June 30, 2021 CIK No. 0001868640 Dear Mr. Puri: We have conducted a limited review of your draft registration statement. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this comment and your filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 filed on June 24, 2021 Capitalization , page 89 1. We note that you are offering 20,000,000 Class A shares as part of your initial public offering of units, but footnote 3 suggests you will show less than all Class A ordinary shares subject to possible redemption in your Capitalization table. Please tell us how you considered the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the holder, in concluding that all 20,000,000 Class A shares were not required to be presented outside of permanent equity and part of shares subject to possible redemption. Karan Puri Vahanna Tech Edge Acquisition I Corp. July 21, 2021 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. We request that you publicly file your registration statement and nonpublic draft submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or, in the absence of a road show, at least 15 days prior to the requested effective date of the registration statement. Refer to Rules 460 and 461 regarding requests for acceleration. You may contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Janice Adeloye at 202-551-3034 or James Lopez at 202-551-3536 with any other questions. Sincerely, FirstName LastNameKaran Puri Division of Corporation Finance Comapany NameVahanna Tech Edge Acquisition I Corp. Office of Real Estate & Construction July 21, 2021 Page 2 cc: David A. Sakowitz FirstName LastName