UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
SCHEDULE 13D Under the Securities Exchange Act of 1934 |
Roadzen Inc. |
(Name of Issuer) |
Ordinary Shares |
(Title of Class of Securities) |
G7606H 108 |
(CUSIP Number) |
Avacara Pte Ltd. 14 Robinson Road, #12-01/02, Far East Finance Building Singapore, 048545 Attention: Rohan Malhotra +1 (412) 721-2145
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
September 20, 2023 (Date of Event which Requires Filing of this Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d- 1(f), or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent. |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes). |
CUSIP No. G7606H 108
1 |
NAMES OF REPORTING PERSONS Avacara Pte. Ltd |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) WC |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: |
0 |
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8 |
SHARED VOTING POWER: |
17,138,213 |
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9 |
SOLE DISPOSITIVE POWER: |
0 |
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10 |
SHARED DISPOSITIVE POWER: |
17,138,213 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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17,138,213 (1) |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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25.0% (1) |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, HC |
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(1) Based on 68,440,829 ordinary shares of the Issuer outstanding as of September 20, 2023, as reported in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2023.
CUSIP No. G7606H 108
1 |
NAMES OF REPORTING PERSONS Rohan Malhotra |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [X] |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (SEE INSTRUCTIONS) OO, AF, PF |
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION India |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER: |
811,189 |
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8 |
SHARED VOTING POWER: |
17,138,213 |
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9 |
SOLE DISPOSITIVE POWER: |
811,189 |
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10 |
SHARED DISPOSITIVE POWER: |
17,138,213 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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17,949,402 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] (SEE INSTRUCTIONS) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 |
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26.2%(1) |
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14 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC |
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Schedule 13D
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this “Schedule 13D”) relates to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Roadzen Inc. (the “Issuer”), a British Virgin Islands business company. The address of the Issuer’s principal executive office is 111 Anza Blvd., Suite 109, Burlingame, CA 94010.
ITEM 2. IDENTITY AND BACKGROUND
voting of Avacara’s shareholding on behalf of Avacara. The principal business of Avacara is investing in start-up companies.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On September 20, 2023 (the “Closing Date”), Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company (“Vahanna”), Roadzen, Inc., a Delaware corporation (“Roadzen”), and Vahanna Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Vahanna (“Merger Sub”), consummated a business combination (the “Business Combination”) pursuant to an Agreement and Plan of Merger, dated February 10, 2023 (the “Initial Merger Agreement”), by and among Vahanna, Roadzen and Merger Sub, 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 thereby, the “Merger Agreement”). 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.” (and is referred to herein as the Issuer).
In connection with the Closing,and pursuant to the terms of the Merger Agreement, among other things, each share of common stock of Roadzen (“Roadzen Common Stock”) issued and outstanding immediately prior to the Closing was converted into the right to receive 27.21 Ordinary Shares of Roadzen.
In connection with the Closing, Mr. Malhotra received 811,189 Ordinary Shares in exchange for his shares of Roadzen Common Stock, 45,854 of which are held indirectly through RM Securities LLC, and Avacara received 17,138,213 Ordinary Shares in exchange for its shares of Roadzen Common Stock. Mr. Malhotra is the sole member of RM
Securities LLC.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Initial Merger Agreement, which is attached hereto as Exhibit
7.2 and is incorporated herein by reference, and the full text of the Merger Agreement Amendment, which is attached hereto as Exhibit 7.3 and is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. All of the Ordinary Shares beneficially owned by the Reporting Persons, as reported in this Schedule 13D, were received in connection with the Business Combination.
Each Reporting Person may, directly or through one or more affiliates, from time to time or at any time, acquire or seek to acquire additional Ordinary Shares either in the open market or in private transactions, or dispose of or seek to dispose of all or a portion of such Ordinary Shares now owned or hereafter acquired. In addition, the Reporting Person may, directly or through one or more affiliates, from time to time or at any time, (i) engage in discussions with or make proposals to the Board of Directors (the “Board”) of the Issuer, other shareholders of the Issuer, and/or other third parties, or (ii) encourage, cause or seek to cause the Issuer or any of such persons:to consider or explore extraordinary corporate transactions involving the Issuer, including, among other things, a merger, reorganization, consolidation or other take-private transaction that could result in the de-listing or de-registration of the Ordinary Shares; sales or acquisitions of assets or businesses; joint ventures; changes to the Issuer’s capitalization or dividend policy; or other material changes to the Issuer’s business or capital or governance structure. Any action or actions the Reporting Person may undertake with respect to his investment in the Issuer will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the Issuer’s business, prospects, and/or financial condition, the market for the Ordinary Shares, general economic conditions, regulatory matters,tax considerations, debt and/or stock market conditions, other opportunities available to the Reporting Person, and other factors and future developments.
Mr. Malhotra, in his capacity as Chief Executive Officer and as a member of the Board of the Issuer, may be entitled to receive cash compensation and equity compensation, including share options or other equity awards, pursuant to the Issuer’s 2023 Omnibus Incentive Plan (the “2023 Omnibus Incentive Plan”), filed as Exhibit 7.4 to this Schedule 13D and incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On the Closing Date, in connection with the Closing, the Issuer entered into a Lock-up Agreement (the “Lock-up Agreement”), a form of which is attached hereto as Exhibit 7.5 and is incorporated herein by reference, with each of the Reporting Persons. Pursuant to the Lock-up Agreement, each Reporting Person agreed, subject to certain customary exceptions, that during the period that is the earlier of (x) the twelve (12) month anniversary of the date of the closing of the Business Combination, (y) the last date in which the closing price of the Issuer equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the closing of the Business Combination, and (z) the date after the closing of the Business Combination on which the Issuer completes a liquidation, merger, capital stock exchange, reorganization, tender or exchange offer as the first step of a two-step transaction, or other similar transaction that results in all of Issuer’s shareholders having the right to exchange their equity holdings in the Issuer for cash, securities or other property, not to dispose of, directly or indirectly, any Ordinary Shares subject to the Lock-up Agreement, or take other related actions with respect to such shares. The Ordinary Shares subject to the Lock-up Agreement include all such shares held by the Reporting Person.
On the Closing Date, in connection with the Closing, the Issuer entered into an Indemnification Agreement with each member of the Board and several officers (collectively, the “Indemnification Agreements”), including Mr. Malhotra, a form of which is attached hereto as Exhibit 7 and is incorporated herein by reference. The Indemnification Agreements require the Issuer to indemnify the members of the Board and officers for certain expenses,including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services to the Issuer or any other company or enterprise to which the person provides services at the Issuer’s request.
The foregoing descriptions of the Lock-up Agreement and the Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as Exhibit 7.5 and Exhibit 7.6, respectively.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No |
Description |
7.1 |
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7.2 |
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7.3 |
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7.4 |
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7.5 |
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7.6 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
For Avacara Pte. Ltd
Date: September 28, 2023 /s/ Rohan Malhotra
By: Rohan Malhotra
Title: Managing Director
Date: September 28, 2023 /s/ Rohan Malhotra
Rohan Malhotra
Exhibit 7.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any and all amendments thereto) with respect to the ordinary shares of Roadzen Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of September 28, 2023.
ROHAN MALHOTRA
Name: /s/ Rohan Malhotra
AVACARA PTE LTD. |
|
By: |
/s/ Rohan Malhotra |
Name: |
Rohan Malhotra |
Title: |
Managing Director |
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