View:
United States securities and exchange commission logo
July 20, 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. 2 to
Form S-4
Filed June 30, 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 June
6, 2023 letter.
Amendment No. 2 to Form S-4 filed on June 30, 2023
Summary, page 1
1. We note your response
to comment 1 and reissue in part. Please revise to clarify the
reasons for having the
company treated as a United States corporation in Delaware versus
the British Virgin
Islands. What are the consequences of not demonstrating US
corporation status? Is
there a preference for Delaware or the British Virgin Islands?
Additionally, with a
view to disclosure, advise us if the company will know the
redemption figures
prior to the shareholder meeting and, if so, whether and how the
company intends to
inform shareholders of the place of incorporation.
Karan Puri
FirstName LastNameKaran Puri I Corp.
Vahanna Tech Edge Acquisition
Comapany
July NameVahanna Tech Edge Acquisition I Corp.
20, 2023
July 20,
Page 2 2023 Page 2
FirstName LastName
Recommendation of the Vahanna Board of Directors, page 123
2. We note your response to comment 4 and reissue in part. Please revise
to clarify the nature
of the professional relationships between Mr. Ramgopal and Messrs.
Kalra and Malhotra.
Please also revise elsewhere as appropriate.
Information About Roadzen, page 148
3. We note your response to comment 2 and reissue in part. Please revise
the "Information
About Roadzen" section to disclose the material terms of the
agreements with the material
customers discussed on page 36, including the duration of the
agreements and termination
provisions. Please also disclose the approximate number of customers
for each period
presented and your limited customer base in this section and elsewhere
as appropriate.
Additionally, discuss the reason(s) these customers have ceased or
will cease being major
sources of revenue. Please file the contracts discussed on page 36 as
exhibits or tell us
why they are not required to be filed under Item 601(b)(10) of
Regulation S-K.
4. We note your response to comment 6 and reissue in part. Please revise
your disclosure
here and where appropriate to include the relative sizes of Roadzen,
Global Insurance
Management and National Automobile Club. Please provide such
information in a format
to facilitate the ease of such comparison.
Unaudited Prospective Financial Information of Roadzen , page 196
5. We note your response to comment 7 and reissue in part. Please revise
to disclose the
basis for assuming that the GIM "legacy policies" will be renewed upon
expiration. With
respect to the statement on page 37 that the company, in the past, has
had to "reduce the
average fixed fees and/or commissions charged," please revise page 199
to clarify the
basis for assuming that such reductions will not be required going
forward.
Interests of Roadzen Directors and Executive Officers in the Merger, page 227
6. We note your response to comment 10 and reissue in part. Please
quantify the aggregate
dollar amount of what the company s officers and directors have at
risk that depends on
completion of a business combination. Include the current value of
securities held, loans
extended, fees due, and out-of-pocket expenses for which the officers
and directors are
awaiting reimbursement. In this regard, we note the success fee to be
paid to Indus LLP,
which is controlled by the CEO.
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
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
July 20, 2023
Page 3
contact Robert Arzonetti at (202) 551-8819 or James Lopez, Office Chief, 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 Finance
July 20, 2023 Page 3
cc: Evan D Amico
FirstName LastName