false 0001868640 0001868640 2025-11-04 2025-11-04 0001868640 RDZN:OrdinarySharesParValue0.0001PerShareMember 2025-11-04 2025-11-04 0001868640 RDZN:WarrantsEachWarrantExercisableForOneOrdinaryShareEachAtExercisePriceOf11.50PerShareMember 2025-11-04 2025-11-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 4, 2025

 

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

British Virgin Islands   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 7.01 Regulation FD Disclosure

 

On November 4, 2025, Roadzen Inc. (the “Company”) issued a press release (the “Press Release”) regarding its agreement in principle with Mizuho Securities USA LLC to extend the maturity date of the Company’s existing senior secured notes to June 30, 2027, subject to the execution of definitive agreements and customary closing conditions. A copy of the Press Release is attached hereto as Exhibit 99.1.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulation of the Securities and Exchange Commission (“SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Cautionary Statement Regarding Forward-Looking Statements

 

Statements contained in the Press Release that are not historical facts may be forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events or developments or otherwise, except as required by applicable law or regulation.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description of Exhibit
     
99.1   Press Release, dated November 4, 2025.
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 4, 2025 By: /s/ Jean-Noël Gallardo
   

Name:

Title:

Jean-Noël Gallardo
Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

 

Roadzen and Mizuho Agree to Extend Maturity of Senior Secured Facility by

18 Months to June 30, 2027

 

In-principle approval to extend strengthens Roadzen’s balance sheet, enhances financial flexibility, and follows a series of major commercial and strategic milestones across the U.S., Europe, and India

 

NEW YORK, November 4, 2025 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) (“Roadzen” or the “Company”), a global leader in AI at the intersection of insurance and mobility, today announced that it has reached an agreement in principle with Mizuho Securities USA LLC (“Mizuho”), a leading global investment bank and securities firm, to extend the maturity date of the Company’s existing senior secured notes.

 

Under the terms of the extension, the maturity of Roadzen’s $11.5 million senior secured notes will be extended by 18 months - from December 31, 2025 to June 30, 2027 - with no other change to the structure. The extension provides Roadzen with enhanced financial flexibility to support its global growth while removing a significant portion of short-term liabilities, thereby strengthening its capital structure. The senior secured notes accrue interest at 15% annually. Completion of the extension is subject to the execution of definitive agreements and customary closing conditions.

 

This announcement follows a series of significant milestones achieved by Roadzen in recent weeks:

 

DrivebuddyAI became the only driver monitoring system validated under both Indian and E.U. safety standards — a world first and major validation of Roadzen’s leadership in AI-powered driver safety.
The Company signed a definitive agreement to acquire a majority interest in a licensed U.S. commercial auto MGU and broker, expanding its footprint across key states and adding Lloyd’s Coverholder capabilities.
The Company secured a mandate with a top-five global automaker to manage its European insurance program, representing a $20 million annual premium opportunity.
Roadzen and Vodafone Automotive announced a partnership to launch embedded insurance programs across the UK.
Insiders and marquee global institutional investors invested at a significant premium to the market, signaling strong conviction in Roadzen’s long-term growth trajectory.

 

Mizuhos continued partnership is a strong vote of confidence in our execution, said Rohan Malhotra, Roadzens Founder & CEO. “This extension gives us significant financial flexibility and is great news for our shareholders. I want to thank the Mizuho team for recognizing the work we’ve done in shaping the business and look forward to continuing to build on this strong partnership with them. We are working on all areas important to the business — restructuring the balance sheet, bringing in new global deals, and advancing our AI leadership and innovation across products. The last quarter saw new products, and commercial deals across each of our global markets, and now, with our senior lender extending its support, we have a great foundation for growth. It adds to a series of excellent wins for Roadzen— and we are not done yet. We believe the next year will be a marquee year for us.”

 

 
 

 

About Roadzen Inc.

 

Roadzen Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers, automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences.

 

Thousands of clients — from the world’s leading insurers, carmakers, and fleets to dealerships and 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 from Forbes, Fortune, and Financial Express as one of the world’s top AI innovators.

 

Headquartered in Burlingame, California, Roadzen employs more than 300 people across offices in the U.S., U.K., and India. Learn more at 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, executing a definitive agreement for the extension described in this press release, anticipated benefits of our products and solutions, business growth in the U.S., U.K. and India, anticipated 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 June 26, 2025. 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: Sanya Soni sanya@roadzen.ai or media@roadzen.ai