United States securities and exchange commission logo





                               June 6, 2023

       Karan Puri
       Chief Executive Officer
       Vahanna Tech Edge Acquisition I Corp.
       1230 Avenue of the Americas, 16th Floor
       New York, NY 10020

                                                        Re: Vahanna Tech Edge
Acquisition I Corp.
                                                            Amendment No. 1 to
Form S-4 filed May 10, 2023
                                                            File No. 333-269747

       Dear Karan Puri:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our March
16, 2023 letter.

       Amendment No. 1 to Form S-4 filed May 10, 2023

       Summary, page 1

   1.                                                   We note your response
to comment 4 and revised disclosure on page 2. Please revise to
                                                        include Risk Factor
disclosure addressing the inability of shareholders to know whether
                                                        the combined company
will be a BVI or Delaware company at the time of their
                                                        investment decision.
Please also cross reference from page 2 to the Risk Factor and the
                                                        disclosure on page 293
comparing statutory provisions in BVI and Delaware.
                                                        Additionally, revise to
further clarify the reasons for the cutoff at 48% of redemptions and
                                                        how that impacts the
board's recommendation to redomesticate.
   2.                                                   We note your response
to comment 7 and revised disclosure on pages 10 and 35. Please
                                                        revise to disclose the
details of the "relatively small number of clients" responsible for a
                                                        substantial portion of
your revenues as discussed in your response letter.
 Karan Puri
FirstName  LastNameKaran Puri I Corp.
Vahanna Tech  Edge Acquisition
Comapany
June 6, 2023NameVahanna Tech Edge Acquisition I Corp.
June 6,
Page 2 2023 Page 2
FirstName LastName
Risk Factors, page 35

3.       To provide context for the risks associated with the possible 40% tax
rate, please revise to
         clarify the activities and identify the individuals where you
reference "activities carried
         out by certain Indian residents in their capacity as members of our
Board of officers of the
         Company." Please also clarify "40% plus applicable surcharge and
cess."
Recommendation of the Vahanna Board of Directors, page 116

4.       We note your response to comment 34 and revised disclosure referring
to Mr. Ramgopal's
         professional relationships with Messrs. Kalra and Malhotra. Please
revise to clarify the
         nature of the professional relationships. For example, does Mr.
Ramgopal serve as a
         director or officer with Messrs. Kalra or Malhotra?
Vahanna's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 135

5.       Please enhance the Management   s Discussion and Analysis ("MD&A")
section of your
         filing to explain the fluctuation in accrued expenses from $158,930 at
December 31, 2021
         to $1,130,575 at December 31, 2022 and the corresponding increase in
general and
         administrative expenses from $186,554 to $1,755,131 during the periods
then ended and
         as noted in your audited financial statements beginning on page F-3.
Information about Roadzen, page 141

6.       We note your response to comments 16 and 17. Please revise your
disclosure here and
         where appropriate to provide the requested information. In this regard
we note the
         following.
             Include the relative sizes of Roadzen, Global Insurance Management
and National
              Automobile Club;
             Provide an overview of Roadzen, Global Insurance Management and
National
              Automobile Club as well as the planned operations and relative
sizes and geographic
              locations of the different lines of business, including an
overview of the business
              intended to be conducted by the combined company after the
deSPAC; and
             Clarify the extent to which Global Insurance and National
Automobile are included
              where you use "we" and "our," for example in the last bullet
point on page 10, or
              when you use the term "Roadzen," given that the acquisitions of
Global Insurance
              and National Automobile are conditions to the merger.
Unaudited Prospective Financial Information of Roadzen, page 186

7.       We note your response to comment 27 and reissue in part. Please revise
to disclose to
         what extent the    new contracts with higher margins    at GIM,
newly signed contracts    at
         NAC or assumptions about future contract pricing are material to the
projections. In this
         regard, please reconcile these assumptions with the following
statement on page 36
         regarding prices:    In the past, we have been required to, and may in
the future be required
 Karan Puri
Vahanna Tech Edge Acquisition I Corp.
June 6, 2023
Page 3
         to, reduce the average fixed fees and/or commissions charged for our
products, or
         otherwise agree to materially less favorable terms in response to
these pressures.    Please
         also clarify the nature of the relationships between Roadzen and GIM
and NAC and the
         terms under which the "automated claims" and "digitization
technologies," as referenced
         on page 189, are provided to GIM and NAC by Roadzen.
Background of the Merger, page 197

8.       We note your response to comment 31 and reissue in part. Please revise
to clarify the
         extent to which GIM and/or NAC participated in the negotiations
between Vahanna and
         Roadzen.
9.       We note your revised disclosure in response to comments 28 and 29 and
reissue the
         comments in part. You state that negotiations and diligence between
Roadzen and NAC
         and GIM began in January 2022 but that Vahanna was not involved in the
transactions or
         negotiations. Please revise to clarify how Vahanna and Roadzen, when
considering and
         negotiating the proposed business combination, addressed Roadzen's
pending NAC and
         GIM negotiations. We note Vahanna reviewed business data between
January 18, 2022
         and March 20, 2022; and, given the business combination is conditioned
on completion of
         the transactions, it appears the parties considered the NAC and GIM
acquisitions as
         material to the business combination. We also note the statement that
prior to the IPO,
         neither Vahanna, nor anyone on its behalf, contacted any prospective
business. Please
         revise to clarify the nature and extent of the discussions regarding
Roadzen's capital
         raising efforts beginning on November 10, 2021 after Mr. Adhikari
introduced Mr.
         Ramgopal to Roadzen. In this regard, it is unclear whether Vahanna was
viewed as a
         source for Roadzen's capital raising efforts. Additionally, as
previously requested, please
         describe how and why the initial proposed terms of the transaction
were revised over time.
         For example, on page 200 you state that between March 22, 2022 and
April 29, 2022, the
         parties continued to negotiate closing conditions "regarding minimum
cash, PIPE and
         alternative financing arrangements, transaction expense caps," etc.
However, you do not
         identify the amounts and terms of these items or explain whether and
how they were
         amended in the fall of 2022 "via [the] proposed definitive documents"
referenced on page
         203.
Interests of Roadzen Directors and Executive Officers in the Merger , page 215

10.    We note your response to comment 33 and reissue in part. Please quantify
the aggregate
       dollar amount and describe the nature of what the company   s officers
and directors have
       at risk that depends on completion of a business combination. Include
the current value of
FirstName LastNameKaran Puri
       securities held, loans extended, fees due, and out-of-pocket expenses
for which the
Comapany    NameVahanna
       officers              Tech
                 and directors are Edge Acquisition
                                   awaiting         I Corp. In this regard, we
note the success fee
                                            reimbursement.
June 6,to be paid
        2023  Pageto3Indus LLP, which is controlled by the CEO.
FirstName LastName
 Karan Puri
FirstName  LastNameKaran Puri I Corp.
Vahanna Tech  Edge Acquisition
Comapany
June 6, 2023NameVahanna Tech Edge Acquisition I Corp.
June 6,
Page 4 2023 Page 4
FirstName LastName
Vahanna Tech Edge Acquisition Corp. Financial Statements
Note 2 - Revision of Previously Issued Financial Statements, page F-11

11.      Please expand your disclosures to explain in more detail the nature
of, and underlying
         reasons for, the revisions made to the December 31, 2021 financial
statements, including a
         discussion of how the adjustments were determined and the accounting
guidance relied
         upon to support these revisions.
Global Insurance Management Ltd Financial Statements
Note 15. Other income (expense) net, page F-112

12.      We note your response to comment 36 and your revised disclosure on
page F-112. Please
         further enhance your disclosure to explain your accounting policies
for writing back
         payable balances and writing off trade receivables accompanied by an
enhanced
         discussion of the underlying reasons for the write back of trade
payable balances and the
         write off of trade receivable balances during the years ended December
31, 2022 and
         2021.
General

13.      We note your response to comment 39 and reissue. Please clarify
whether or not the
         sponsor itself has any ownership interest in the target and, if so,
please disclose the
         amount and the approximate dollar value of the interest based on the
transaction value and
         recent trading prices as compared to the price paid.
14.      We note your response to comments 42 and 43 and the statement that the
company will
         include appropriate disclosure in subsequent amendments "if the
parties enter into any
         definitive agreements." Please reconcile with statements that you
"assume" consummation
         of a private placement for $54.7 million. On what basis is this
specific dollar amount for a
         PIPE provided and assumed?
       You may contact Ben Phippen at (202) 551-3697 or John Spitz at (202)
551-3484 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at (202) 551-8819 or James Lopez, Office Chief, at
(202) 551-
3536 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Finance
cc:      Evan D   Amico