false000186864000018686402024-11-132024-11-130001868640us-gaap:CommonStockMember2024-11-132024-11-130001868640rdzn:WarrantsEachWarrantExercisableForOneOrdinaryShareEachAtAnExercisePriceOf1150PerShareMember2024-11-132024-11-13

 

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): November 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. ☐

 

---

Item 2.02 Results of Operations and Financial Condition.

On November 13, 2024, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended September 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 November 13, 2024
104		Cover page interactive data file (embedded within the Inline XBRL document)

 

---

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:	November 13, 2024	By:	/s/ Jean-Noël Gallardo
			Name: Jean-Noël Gallardo Title: Chief Financial Officer

 

---

EX-99.1

 

Roadzen Reports Fiscal Second Quarter and First Half FY2025 Financial Results

 

 

 

NEW YORK, November 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 second quarter and six-month financial results for the period ended September 30, 2024.

Rohan Malhotra, Founder and CEO of Roadzen, stated, "This quarter marked substantial progress in revenue acceleration, product development, and cost reduction. With 33% sequential revenue growth and a 25% improvement in Adjusted EBITDA loss from the prior quarter, we are advancing our long-term strategy. We expect revenue momentum to continue in the second half of FY25 as we aim to resume U.K. sales and pursue growth in the U.S. and India."

Malhotra continued, “The verticalization of AI for legacy industries like insurance presents a generational opportunity, and our pioneering work at the convergence of AI, insurance and mobility delivers a better auto insurance experience to clients across the world. Our technology enables precise risk assessments, personalized pricing, real-time claims management, and accident prevention. The launch of MixtapeAI is one of our most significant product unveilings in recent years, and we are leveraging it to drive internal improvements, reduce operating costs, and transform customer interactions. Our shareholders have shown immense confidence in our vision to build one of the leading AI companies in the public markets, and we are committed to repaying that confidence through our execution.”

Roadzen’s Chief Financial Officer, Jean-Noël Gallardo, added, “Our efforts on improving the Company’s balance sheet yielded significant progress during the second quarter. Total accounts payable and accrued expenses were reduced by $4.0 million, an 11% decrease over the first quarter. We also continued to increase global operational efficiencies powered by our own AI models, enabling us to reduce headcount, consuming fewer resources while achieving results. Going forward, we expect to reap additional benefits from the continued optimization of our operations, which will be reflected in the second half of the year.”

---

 

 

Second Quarter and First Half Financial Highlights:

Revenue and Key Performance Indicators

Expenses and Net Results

Balance Sheet

---

Second Quarter Financial Developments

Second Quarter FY2025 Operational Highlights

New Product Launch – Subsequent Development

October 30, 2024, Roadzen’s AI Lab unveiled MixtapeAI, a platform designed to power AI agents and transform customer interactions in the insurance and mobility sectors. With MixtapeAI, insurers, brokers, agents, carmakers, and fleets can deliver natural, intelligent, personalized, quick, and secure customer responses, while automating complex workflows across multiple touchpoints.

Roadzen intends to initially deploy MixtapeAI internally by levering the technology to make internal administration functions more efficient and cost-effective. Roadzen has received strong, positive feedback on early demonstrations with select longstanding Roadzen customers.

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 360 employees across its global offices in the U.S., India, U.K. and France. To learn more, please visit www.roadzen.ai.

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,” “plan,” “anticipate,” “believe,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding our expected revenue growth, strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, 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.

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

 

 

*** Financial Statements Follow ***

 

---

Roadzen Inc.

Condensed Consolidated Balance Sheets (Unaudited)

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

 

Particulars		As of September 30,			As of March 31,
		2024			2024
Assets
Current assets:
Cash and cash equivalents			5,992,238			11,186,095
Accounts receivable, net			3,224,037			3,652,380
Inventories			91,503			70,667
Prepayments and other current assets			13,434,854			34,426,335
Investments			270,743			507,094
Total current assets			23,013,375			49,842,571
Non current assets
Restricted cash			17,429			378,993
Non marketable securities			1,514,796			1,514,796
Property and equipment, net			348,746			454,589
Goodwill			2,095,697			2,061,553
Operating lease right-of-use assets			946,798			822,327
Intangible assets, net			1,102,846			2,989,604
Other long-term assets			97,880			71,913
Total assets			29,137,567			58,136,346
Liabilities and stockholders' deficit
Current liabilities
Current portion of long-term borrowings			2,221,055			2,228,471
Short-term borrowings			20,183,417			15,754,829
Accounts payable and accrued expenses			34,134,516			38,492,487
Derivative warrant liabilities			1,704,695			5,585,955
Short-term operating lease liabilities			397,957			358,802
Other current liabilities			2,368,722			3,231,962
Total current liabilities			61,010,362			65,652,506
Long-term borrowings			1,331,088			1,472,933
Long-term operating lease liabilities			379,697			268,856
Other long-term liabilities			699,949			1,241,917
Total liabilities			63,421,096			68,636,212
Commitments and contingencies (refer note 23)
Shareholders' deficit
Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of September 30 2024 and March 31, 2024; 68,440,829 shares outstanding as of September 30, 2024 and March 31, 2024			84,974,378			84,974,378
Accumulated deficit			(221,225,483	)		(151,008,419	)
Accumulated other comprehensive income/(loss)			(1,075,917	)		(600,501	)
Other components of equity			103,537,962			56,560,706
Total shareholders’ deficit			(33,789,060	)		(10,073,836	)
Non-controlling interest			(494,468	)		(426,030	)
Total deficit			(34,283,528	)		(10,499,866	)
Total liabilities and Shareholders’ deficit, Non-controlling interest			29,137,567			58,136,346

 

---

Roadzen Inc.

Condensed Consolidated Statements of Operations (Unaudited)

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

 

	For the three months ended September 30,							For the six months ended September 30,
Particulars	2024			2023				2024			2023
Revenue		11,874,098			15,470,581				20,805,615			21,081,491
Costs and expenses:
Cost of services		5,217,621			6,358,677				10,645,061			8,848,771
Research and development		1,496,600			602,105				3,286,142			1,175,405
Sales and marketing		8,076,959			10,059,347				13,879,257			13,526,403
General and administrative		20,430,960			5,577,477				46,257,148			8,179,460
Depreciation and amortization		193,372			413,315				673,721			780,853
Total costs and expenses		35,415,512			23,010,921				74,741,329			32,510,892
Loss from operations		(23,541,414	)		(7,540,340	)			(53,935,714	)		(11,429,401	)
Interest income/(expense)		(626,834	)		(617,470	)			(1,448,520	)		(835,424	)
Fair value gains/(losses) in financial instruments carried at fair value		(1,096,949	)		(23,590,000	)			(18,249,009	)		(23,590,000	)
Other income/(expense) net		3,252,528			637,492				3,274,880			699,922
Total other income/(expense)		1,528,745			(23,569,978	)			(16,422,649	)		(23,725,502	)
(Loss)/Income before income tax expense		(22,012,669	)		(31,110,318	)			(70,358,363	)		(35,154,903	)
Less: income tax (benefit)/expense		(181,264	)		10,939				(74,614	)		33,350
Net (loss)/income before non-controlling interest		(21,831,405	)		(31,121,257	)			(70,283,749	)		(35,188,253	)
Net loss attributable to non-controlling interest, net of tax		(21,366	)		(39,457	)			(66,685	)		(67,209	)
Net (loss)/income attributable to Roadzen Inc.		(21,810,039	)		(31,081,800	)			(70,217,064	)		(35,121,044	)
Net (loss)/income attributable to Roadzen Inc. ordinary shareholders		(21,810,039	)		(31,081,800	)			(70,217,064	)		(35,121,044	)
Basic and diluted		(0.32	)		(1.40	)			(1.03	)		(1.81	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to Roadzen Inc. ordinary shareholders		68,440,829			22,272,967				68,440,829			19,387,476

 

---

Roadzen Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in $)

		For the period ended
Particulars		September 30, 2024			September 30, 2023
Cash flows from operating activities
Net loss including non controlling interest			(70,283,749	)		(35,188,253	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			673,721			780,853
Stock based compensation			46,977,256			3,526,209
Deferred income taxes			(223,516	)		79,094
Unrealised foreign exchange loss/(profit)			101,374			(28,884	)
Fair value losses in financial instruments carried at fair value			18,249,009			23,590,000
Expected credit loss (net of reversal)			(112,451	)		171,946
Balances written off/(back)			(3,200,441	)		(1,609	)
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Inventories			(20,836	)		(73,732	)
Income taxes, net			-			19,297
Accounts receivables, net			380,405			4,352,472
Prepayments and other assets			2,018,036			(30,343,651	)
Accounts payable and accrued expenses and other current liabilities			(1,554,615	)		19,106,908
Other liabilities			(4,255,358	)		(1,118,459	)
Net cash used in operating activities			(11,251,165	)		(15,127,809	)
Cash flows from investing activities
Purchase of property and equipment, intangible assets and goodwill			39,443			(136,220	)
Acquisition of businesses			-			(5,748,000	)
Proceeds from sale of mutual fund			193,606			-
Proceeds from forward purchase agreement			1,000,000			-
Net cash used in investing activities			1,233,049			(5,884,220	)
Cash flows from financing activities
Proceeds from business combination			-			32,770
Proceeds from issue of preferred stock			-			6,079,409
Proceeds from long-term borrowings			-			2,805,418
Repayments of long-term borrowings			-			(569,207	)
Net proceeds/(payments) from short-term borrowings			4,460,327			9,218,689
Repayments from short-term borrowings			-			-
Net cash generated from financing activities			4,460,327			17,567,079
Effect of exchange rate changes on cash and cash equivalents			2,368			56,372
Net (decrease)/increase in cash and cash equivalents (including restricted cash)			(5,555,421	)		(3,388,578	)
Cash acquired in business combination			-			11,252,547
Cash and cash equivalents at the beginning of the period (including restricted cash)			11,565,088			1,131,830
Cash and cash equivalents at the end of the period (including restricted cash)			6,009,667			8,995,799
Reconciliation of cash and cash equivalents
Cash and cash equivalents			5,992,238			8,109,694
Restricted cash			17,429			886,105
Total cash and cash equivalents			6,009,667			8,995,799
Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized			885,011			378,064
Cash paid for income taxes, net of refunds			-			83,680
Non-cash investing and financing activities
Consideration payable in connection with acquisitions			488,000			1,854,732
Interest accrued on borrowings			317,597			157,649

 

---

Non-GAAP Financial Measures

This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA), is 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 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 flow 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 September 30,
Particulars	2024			2023
Net loss		(21,831,405	)		(31,121,257	)
Adjusted for:
Other (income)/expense net		(3,252,528	)		(637,492	)
Interest (income)/expense		626,834			617,470
Fair value changes in financial instruments carried at fair value(1)		1,096,949			23,590,000
Tax (benefit)/expense		(181,264	)		10,939
Depreciation and amortization		193,372			413,315
Stock based compensation expense		20,746,267			3,526,209
Non-cash expenses		351,130			-
Non-recurring expenses		105,725			-
Adjusted EBITDA		(2,144,920	)		(3,600,816	)

 

	For the six months ended September 30,
Particulars	2024			2023
Net loss		(70,283,749	)		(35,188,253	)
Adjusted for:
Other (income)/expense net		(3,274,880	)		(699,922	)
Interest (income)/expense		1,448,520			835,424
Fair value changes in financial instruments carried at fair value(1)		18,249,009			23,590,000
Tax (benefit)/expense		(74,614	)		33,350
Depreciation and amortization		673,721			780,853
Stock based compensation expense		46,977,256			3,526,209
Non-cash expenses		636,190			-
Non-recurring expenses		630,483			1,819,746
Adjusted EBITDA		(5,018,064	)		(5,302,593	)

(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.

---