| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VHNAW | Ordinary Share | Other | +4.85M | 4.85M | Sep 20, 2023 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VHNAW | Private Warrants | Other | +514K | 514K | Sep 20, 2023 | Ordinary Shares | 514K | $11.50 | Direct | F3 |
Vahanna Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On September 20, 2023, Roadzen, Inc., a Delaware corporation ("Roadzen"), Vahanna Tech Edge Acquisition I Corp., a British Virgin Islands business company ("Vahanna"), and Vahanna Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of Vahanna ("Merger Sub"), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated February 10, 2023, by and among Vahanna, Roadzen and Merger Sub (the "Initial Merger Agreement"), 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 by the Merger Agreement Amendment, the "Merger Agreement"). |
| F2 | (Continuted from Footnote 1) 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." ("RDZN"). In connection with Closing, 4,852,500 Class B ordinary shares, par value $0.0001 per share, of Vahanna held by Vahanna LLC automatically converted on a one-for-one basis into 4,852,500 ordinary shares, par value $0.0001 per share, of the new issuer, RDZN. |
| F3 | In connection with Closing, and in accordance with the terms of that certain promissory note, dated as of June 20, 2022, issued by Vahanna to Vahanna LLC, as well as the terms of the Merger Agreement, Vahanna LLC elected to convert $513,587 of working capital loans previously provided to Vahanna into 513,587 private warrants of the issuer (the "Private Warrants") at a conversion price of $1.00 per warrant. The Private Warrants have the same terms as the private placement warrants issued by Vahanna on November 26, 2021 and in connection with its initial public offering. The Private Warrants are first exercisable thirty (30) days after the Closing and expire on November 30, 2028. |
Vinode Ramgopal and Akshaya Bhargava are the managers of Vahanna LLC. Mr. Ramgopal and Mr. Bhargava have voting and investment discretion with respect to the ordinary shares held of record by Vahanna LLC. As such, Mr. Ramgopal and Mr. Bhargava may be deemed to share beneficial ownership of the ordinary shares held directly by Vahanna LLC. Each of Mr. Ramgopal and Mr. Bhargava disclaims any beneficial ownership of the shares held by Vahanna LLC, except to the extent of his pecuniary interest therein.