As filed with the United States Securities and Exchange Commission on August 14, 2023
Registration No. 333-269747
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vahanna Tech Edge Acquisition I Corp.
(Exact name of registrant as specified in its charter)
British Virgin Islands | 6770 | 98-1600102 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1230 Avenue of the Americas, 16th Floor
New York, NY 10020
Telephone: (347) 745-6448
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Karan Puri
Chief Executive Officer
Vahanna Tech Edge Acquisition I Corp.
1230 Avenue of the Americas, 16th Floor
New York, NY 10020
Telephone: (347) 745-6448
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
David A. Sakowitz Jason D. Osborn Jeffrey Stern Winston & Strawn LLP 200 Park Avenue New York, NY 10166 Tel: (212) 294-6700 |
Rohan Malhotra Chief Executive Officer Roadzen, Inc. 111 Anza Blvd., Suite 109 Burlingame, CA 94010 Tel: (650) 414-3530 |
Evan M. DAmico Gibson, Dunn & Crutcher LLP 1050 Connecticut Avenue, N.W. Washington, DC 20036 Tel: (202) 955-8500 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Vahanna Tech Edge Acquisition I Corp. is filing this Amendment No. 4 to its registration statement on Form S-4 (File No. 333-269747) (the Registration Statement) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 21 of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN ROSPECTUS
Item 21. Exhibits and Financial Statement Schedules
* | Previously filed. |
** | To be filed by amendment. |
| Indicates management contract or compensatory plan or arrangement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York, on August 14, 2023.
VAHANNA TECH EDGE ACQUISITION I CORP. | ||
By: | /s/ Karan Puri | |
Name: Karan Puri | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures |
Title |
Date | ||
/s/ Karan Puri |
Chief Executive Officer | August 14, 2023 | ||
Karan Puri | (Principal Executive Officer) | |||
/s/ Raahim Don |
Chief Financial Officer | August 14, 2023 | ||
Raahim Don | (Principal Financial and Accounting Officer) | |||
* |
Chairman of the Board of Directors | August 14, 2023 | ||
Saurav Adhikari |
||||
* |
Director | August 14, 2023 | ||
Abha Kumar |
||||
* |
Director | August 14, 2023 | ||
Rangarajan Sundaram |
||||
* |
Director | August 14, 2023 | ||
Diane B. Glossman |
||||
* |
Director | August 14, 2023 | ||
Ajay Shah |
*By: | /s/ Karan Puri | |
Karan Puri | ||
Attorney-in-Fact |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-4 of Vahanna Tech Edge Acquisition I Corp. of our report dated June 22, 2023 on our audit of the financial statements of Roadzen, Inc. as of March 31, 2023 and 2022, and the related consolidated statements of operations, consolidated statement of mezzanine equity and stockholders deficit and consolidated statements of cash flow for each of the two years in the period ended March 31, 2023 which appears in this Registration Statement.
We also consent to the reference to us under the caption Experts in this Registration Statement on Form S-4.
/s/ ASA & Associates LLP
Gurugram, India
August 14, 2023
Exhibit 23.3
Consent of Independent Auditor
We hereby consent to the use in this Registration Statement on Form S-4 of our audit report dated April 24, 2023, relating to the consolidated financial statements of Global Insurance Management Ltd., as of and for the years ended December 31, 2022 and December 31, 2021. We also consent to the reference to us under the heading Experts in such Registration Statement to Form S-4.
/s/ KNAV P.A.
Atlanta, Georgia
August 14, 2023
Exhibit 23.4
Consent of Independent Auditor
We consent to the use in Amendment No. 4 to the Registration Statement (No. 333-269747) on Form S-4 of Vahanna Tech Edge Acquisition I Corp. of our report dated April 19, 2023, relating to the financial statements of National Automobile Club.
We also consent to the reference of our firm under the heading Experts in such Registration Statement.
/s/ SingerLewak LLP
San Jose, California
August 13, 2023