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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