0000950170-23-049420.txt : 20230922 0000950170-23-049420.hdr.sgml : 20230922 20230922160023 ACCESSION NUMBER: 0000950170-23-049420 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230920 FILED AS OF DATE: 20230922 DATE AS OF CHANGE: 20230922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VAHANNA LLC CENTRAL INDEX KEY: 0001892988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41094 FILM NUMBER: 231271669 BUSINESS ADDRESS: STREET 1: C/O VAHANNA TECH EDGE ACQUISITION I CORP STREET 2: 5 EAST 22ND STREET, APT 4M CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 6462670779 MAIL ADDRESS: STREET 1: C/O VAHANNA TECH EDGE ACQUISITION I CORP STREET 2: 5 EAST 22ND STREET, APT 4M CITY: NEW YORK STATE: NY ZIP: 10010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ramgopal Vinode CENTRAL INDEX KEY: 0001895476 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41094 FILM NUMBER: 231271668 MAIL ADDRESS: STREET 1: C/O VAHANNA TECH EDGE ACQUISITION I CORP STREET 2: 1230 AVENUE OF THE AMERICAS, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bhargava Akshaya CENTRAL INDEX KEY: 0001895343 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41094 FILM NUMBER: 231271667 MAIL ADDRESS: STREET 1: C/O VAHANNA TECH EDGE ACQUISITION I CORP STREET 2: 1230 AVENUE OF THE AMERICAS, 16TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10020 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Roadzen Inc. CENTRAL INDEX KEY: 0001868640 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 981600102 STATE OF INCORPORATION: D8 FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 111 ANZA BLVD., SUITE 109 CITY: BURLINGAME STATE: CA ZIP: 94010 BUSINESS PHONE: 6504143530 MAIL ADDRESS: STREET 1: 111 ANZA BLVD., SUITE 109 CITY: BURLINGAME STATE: CA ZIP: 94010 FORMER COMPANY: FORMER CONFORMED NAME: Vahanna Tech Edge Acquisition I Corp. DATE OF NAME CHANGE: 20210621 4 1 ownership.xml 4 X0508 4 2023-09-20 true 0001868640 Roadzen Inc. RDZN 0001892988 VAHANNA LLC 1230 AVENUE OF THE AMERICAS, 16TH FLOOR NEW YORK NY 10020 false false true false 0001895476 Ramgopal Vinode 1230 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 false false true false 0001895343 Bhargava Akshaya 1230 AVENUE OF THE AMERICAS 16TH FLOOR NEW YORK NY 10020 false false true false false Ordinary Share 2023-09-20 4 J false 4852500 A 4852500 D Private Warrants 11.50 2023-09-20 4 J false 513587 A Ordinary Shares 513587 513587 D On September 20, 2023, 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"). (Continuted from Footnote 1) Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Roadzen, with Roadzen surviving the merger as a wholly owned subsidiary of Vahanna (the "Merger," and together with the other transactions contemplated by the Merger Agreement and the other agreements contemplated thereby, the "Business Combination"). In connection with the consummation of the Business Combination (the "Closing"), Vahanna changed its name to "Roadzen Inc." ("RDZN"). In connection with Closing, 4,852,500 Class B ordinary shares, par value $0.0001 per share, of Vahanna held by Vahanna LLC automatically converted on a one-for-one basis into 4,852,500 ordinary shares, par value $0.0001 per share, of the new issuer, RDZN. In connection with Closing, and in accordance with the terms of that certain promissory note, dated as of June 20, 2022, issued by Vahanna to Vahanna LLC, as well as the terms of the Merger Agreement, Vahanna LLC elected to convert $513,587 of working capital loans previously provided to Vahanna into 513,587 private warrants of the issuer (the "Private Warrants") at a conversion price of $1.00 per warrant. The Private Warrants have the same terms as the private placement warrants issued by Vahanna on November 26, 2021 and in connection with its initial public offering. The Private Warrants are first exercisable thirty (30) days after the Closing and expire on November 30, 2028. Vinode Ramgopal and Akshaya Bhargava are the managers of Vahanna LLC. Mr. Ramgopal and Mr. Bhargava have voting and investment discretion with respect to the ordinary shares held of record by Vahanna LLC. As such, Mr. Ramgopal and Mr. Bhargava may be deemed to share beneficial ownership of the ordinary shares held directly by Vahanna LLC. Each of Mr. Ramgopal and Mr. Bhargava disclaims any beneficial ownership of the shares held by Vahanna LLC, except to the extent of his pecuniary interest therein. /s/ Jeremy Chang, Attorney-in-Fact 2023-09-22