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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2024

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virgin Islands, British			001-41094	98-1600102
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
111 ANZA BLVD SUITE 109
BURLINGAME, California				94010
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (347) 745-6448

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share		RDZN		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share		RDZNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On August 13, 2024, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the three months ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press release issued on August 13, 2024
104		Cover page interactive data file (embedded within the Inline XBRL document)

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ROADZEN INC.
Date:	August 13, 2024	By:	/s/ Jean-Noël Gallardo
			Name: Jean-Noël Gallardo Title: Chief Financial Officer

 

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EX-99.1

 

Roadzen Reports its Best Fiscal First Quarter Results in Q1 2025 Buoyed By Strong Year-Over-Year Revenue Growth and Addition of Several Marquee Clients

 

 

NEW YORK, August, 13, 2024 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) ("Roadzen" or the "Company”), a global leader in AI at the convergence of insurance and mobility, today announced its first quarter financial results for the three-months ended June 30, 2024.

 

“We closed another solid quarter of year-over-year revenue growth, primarily driven by our U.S. and India markets. This momentum positions us for continued growth in FY25, even as we navigate challenges including the UK’s Financial Conduct Authority’s (“FCA”) temporary, industry-wide pause on automotive GAP insurance product sales in the UK, which had been tracking above $5 million in quarterly revenue for Roadzen. Despite this pause, we have achieved our best first quarter in our history and are confident that European growth will resume in the coming months,” commented Rohan Malhotra, CEO and Founder of Roadzen. “Our drive to profitability is yielding results, with Adjusted EBITDA improvements over the past three quarters. Additionally, we expect to complete the restructuring of our one-time going-public costs and liabilities in the next quarter. This will not only normalize our balance sheet but also allow us to refocus on the excitement surrounding Roadzen’s technology, our strong revenue growth, and the continued addition of marquee global clients over the past year.”

 

Mr. Malhotra continued, “Looking ahead, I believe that with our leadership in AI, enterprise-focused business model, and operating presence in three of the largest auto insurance markets in the world – the U.S., India, and the U.K./E.U. – Roadzen has the potential to be one of the most exciting insurance technology companies in the public markets.”

 

Jean-Noël Gallardo, Roadzen’s CFO added, “We have clear goals for our company this year: to simplify and right-size our balance sheet, grow revenues and cut costs, and we have made significant progress this current quarter on achieving these goals. We are emerging from the legacy overhang inherited from the going-public process and are encouraged by the support received from all parties involved. We’re also pleased to have extended the maturity and increased the amount of our senior secured debt with Mizuho through the end of the calendar year, as they remain supportive partners for our growth.”

 

 

First Quarter 2024 Financial Highlights:

 

Revenue and Key Performance Indicators

 

 

 

________________________

 

1. Adjusted EBITDA is a non-GAAP financial metric. See “Non-GAAP Financial Measures” at the end of this press release for more information, including a reconciliation to the nearest GAAP financial measure.

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Expenses and Net Results

 

 

 

First Quarter 2025 Operational Highlights

 

 

 

For more information about Roadzen Inc., please visit https://roadzen.ai

 

 

About Roadzen Inc.

 

Roadzen Inc. (Nasdaq: RDZN) is a global technology company transforming auto insurance using advanced artificial intelligence (AI). Thousands of clients, from the world’s leading insurers, carmakers, and fleets to dealerships and auto insurance agents, use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned recognition as a top AI innovator by publications such as Forbes, Fortune, and Financial Express. Roadzen’s mission is to continue advancing AI research at the intersection of mobility and insurance, ushering in a world where accidents are prevented, premiums are fair, and claims are processed within minutes, not weeks. Headquartered in Burlingame, California, the Company has 380+ employees across its global offices in the U.S., India, U.K. and France. To learn more, please visit www.roadzen.ai.

 

 

 

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Cautionary Statement Regarding Forward-Looking Statements

 

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “expected,” “committed,” “plan,” “anticipate,” “believe,” “pipeline,” “leads,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding our strategy, demand for our products, expansion plans, future operations, future operating results, planned balance sheet restructuring, estimated revenues (including from new contracts and joint ventures), losses, projected costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the Annual Report on form 10-K we filed with the SEC on July 1, 2024. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

 

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Roadzen Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in $, except per share data and share count)

Particulars		As of June 30, 2024			As of March 31, 2024
Assets
Current assets:
Cash and cash equivalents			7,777,413			11,186,095
Accounts receivable, net			2,669,058			3,652,380
Inventories			77,399			70,667
Prepayments and other current assets			15,905,725			34,426,335
Investments			313,488			507,094
Total current assets			26,743,083			49,842,571
Restricted cash			376,981			378,993
Non marketable securities			1,513,995			1,514,796
Property and equipment, net			245,062			454,589
Goodwill			2,061,292			2,061,553
Operating lease right-of-use assets			981,108			822,327
Intangible assets, net			2,176,671			2,989,604
Other long-term assets			44,840			71,913
Total assets			34,143,032			58,136,346
Liabilities and stockholders' deficit
Current liabilities
Current portion of long-term borrowings			2,225,255			2,228,471
Short-term borrowings			16,956,691			15,754,829
Due to insurer			6,637,826			8,918,849
Accounts payable and accrued expenses			31,545,371			29,573,638
Derivative warrant liabilities			3,178,756			5,585,955
Short-term operating lease liabilities			314,675			358,802
Other current liabilities			3,522,285			3,231,962
Total current liabilities			64,380,859			65,652,506
Long-term borrowings			1,366,308			1,472,933
Long-term operating lease liabilities			508,143			268,856
Other long-term liabilities			897,207			1,241,917
Total liabilities			67,152,517			68,636,212
Commitments and contingencies (refer note 21)
Shareholders' deficit
Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of June 30 2024 and March 31, 2024; 68,440,829 shares outstanding as of June 30, 2024 and March 31, 2024			84,974,378			84,974,378
Accumulated deficit			(199,415,444	)		(151,008,419	)
Accumulated other comprehensive income/(loss)			(885,099	)		(600,501	)
Other components of equity			82,791,695			56,560,706
Total shareholders’ deficit			(32,534,470	)		(10,073,836	)
Non-controlling interest			(475,015	)		(426,030	)
Total deficit			(33,009,485	)		(10,499,866	)
Total liabilities and Shareholders’ deficit, Non-controlling interest			34,143,032			58,136,346

 

 

 

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Roadzen Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in $, except per share data and share count)

 

		For the three months ended
Particulars		June 30, 2024			June 30, 2023
Revenue			8,931,517			5,610,910
Costs and expenses:
Cost of services			5,427,440			2,297,809
Research and development			1,789,542			573,300
Sales and marketing			5,802,298			3,659,341
General and administrative			25,826,188			2,601,983
Depreciation and amortization			480,349			367,538
Total costs and expenses			39,325,817			9,499,971
Loss from operations			(30,394,300	)		(3,889,061	)
Interest income/(expense)			(821,686	)		(217,954	)
Fair value gains/(losses) in financial instruments carried at fair value			(17,152,060	)		-
Other income/(expense) net			22,352			62,430
Total other income/(expense)			(17,951,394	)		(155,524	)
(Loss)/Income before income tax expense			(48,345,694	)		(4,044,585	)
Less: income tax (benefit)/expense			106,650			22,411
Income tax expense			12,933			-
Deferred tax expense			93,717			-
Net (loss)/income before non-controlling interest			(48,452,344	)		(4,066,996	)
Net loss attributable to non-controlling interest, net of tax			(45,319	)		(27,752	)
Net (loss)/income attributable to Roadzen Inc.			(48,407,025	)		(4,039,244	)
Net (loss)/income attributable to Roadzen Inc. ordinary shareholders			(48,407,025	)		(4,039,244	)
Basic and diluted			(0.71	)		(6.73	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to Roadzen Inc. ordinary shareholders			68,440,829			606,425

 

 

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Roadzen Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in $)

		For the three months ended
Particulars		June 30, 2024			June 30, 2023
Cash flows from operating activities
Net loss including non controlling interest			(48,452,344	)		(4,066,996	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			480,349			367,538
Stock based compensation			26,230,989			-
Deferred income taxes			(37,185	)		(26,005	)
Unrealised foreign exchange loss/(profit)			(3,398	)		11,413
Fair value losses in financial instruments carried at fair value			17,152,060			—
Expected credit loss (net of reversal)			(50,682	)		-
Balances written off/(back)			-			(32,778	)
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Inventories			(6,803	)		(18,928	)
Income taxes, net			-			19,362
Accounts receivables, net			1,037,883			(2,851,128	)
Prepayments and other assets			1,046,454			(1,339,900	)
Accounts payable and accrued expenses and other current liabilities			(2,767,021	)		7,951,537
Other liabilities			(296,982	)		(2,937,334	)
Net cash used in operating activities			(5,666,680	)		(2,923,219	)
Cash flows from investing activities
Sale/ (Purchase) of property and equipment, intangible assets and goodwill			32,745			204,329
Acquisition of businesses			-			(2,720,000	)
Proceeds from sale of mutual fund			193,606			-
Proceeds from forward purchase agreement			1,000,000			-
Net cash used in investing activities			1,226,351			(2,515,671	)
Cash flows from financing activities
Proceeds from issue of preferred stock			-			4,445,027
Proceeds from long-term borrowings			-			2,662,590
Repayments of long-term borrowings			(121,365	)		(29,622	)
Net proceeds/(payments) from short-term borrowings			1,154,519			5,298,782
Net cash generated from financing activities			1,033,154			12,376,777
Effect of exchange rate changes on cash and cash equivalents			(3,519	)		(31,815	)
Net (decrease)/increase in cash and cash equivalents (including restricted cash)			(3,410,694	)		6,906,072
Cash acquired in business combination			-			11,180,117
Cash and cash equivalents at the beginning of the period (including restricted cash)			11,565,088			1,131,831
Cash and cash equivalents at the end of the period (including restricted cash)			8,154,394			19,218,020
Reconciliation of cash and cash equivalents
Cash and cash equivalents			7,777,413			18,674,424
Restricted cash			376,981			543,596
Total cash and cash equivalents			8,154,394			19,218,020
Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized			391,829			123,180
Cash paid for income taxes, net of refunds			-			84,197
Non-cash investing and financing activities
Consideration payable in connection with acquisitions			488,000			3,621,531
Interest accrued on borrowings			790,395			143,278

 

 

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Non-GAAP Financial Measures

 

This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”), a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact of non-cash depreciation and amortization and certain non-recurring and other items to help clarify sustainability and trends affecting the business. For comparability of reporting, management considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business performance. Adjusted EBITDA should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. In addition, Adjusted EBITDA does not purport to represent cash flows provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity.

 

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non-GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.

 

The following table reconciles our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA:

 

	For the three months ended June 30,
Particulars	2024			2023
Net loss		(48,452,344	)		(4,066,996	)
Adjusted for:
Other (income)/expense net		(22,352	)		(62,430	)
Interest (income)/expense		821,686			217,954
Fair value changes in financial instruments carried at fair value(1)		17,152,060			-
Tax (benefit)/expense		106,650			22,411
Depreciation and amortization		480,349			367,538
Stock based compensation expense		26,230,989			-
Non-cash expenses		285,060			-
Non-recurring expenses		524,758			1,819,746
Adjusted EBITDA		(2,873,144	)		(1,701,777	)

 

(1) Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and the Forward Purchase Agreement. These changes are non-cash as these changes in fair value are affected by the volatility of the Company’s share price.

 

 

For more information, please contact:

 

Investor Contacts:

IR@roadzen.ai

 

Media Contacts:

Roadzen: Sanya Soni sanya@roadzen.ai or media@roadzen.ai

Gutenberg: roadzen@thegutenberg.com

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