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February 18, 2025
Rohan Malhotra
Chief Executive Officer
Roadzen Inc.
111 Anza Boulevard, Suite 109
Burlingame, California 94010
Re: Roadzen Inc.
Registration Statement on Form S-3
Filed February 5, 2025
File No. 333-284695
Dear Rohan Malhotra:
We have conducted a limited review of your registration statement and
have the
following comments.
Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3
General
1. We note that your Form 8-k filed on April 4, 2024, reporting an event
that occurred on
March 28, 2024. The 8-K, filed under Item 3.02, was filed more than four
business
days after the event. Please provide us with your analysis as to how you
met the
timely filing requirements contained in General Instruction I.A.3(b) of
Form S-3.
Alternatively, please amend this registration statement to an
appropriate form that you
are eligible to use.
2. Please revise your Registration Statement to incorporate the 10-Q and
8-K filed on
February 12, 2025. Also, to the extent that, after amending, you intend
to incorporate
filings made between filing date and effectiveness, please revise to
clearly state that
you intend to incorporate these filings by reference. Refer to
Securities Act Forms
CD&I 123.05.
February 18, 2025
Page 2
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-
3419 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Jason Simon, Esq.