VAHANNA LLC - 20 Sep 2023 Form 4 Insider Report for Roadzen Inc. (RDZN)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
22 Sep 2023, 16:00:23 UTC
Prior SEC filing
24 Nov 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jeremy Chang, Attorney-in-Fact

Key filing fact

VAHANNA LLC filed Form 4 for Roadzen Inc. (RDZN) on 22 Sep 2023.

Key facts

  • This page summarizes VAHANNA LLC's Form 4 filing for Roadzen Inc. (RDZN).
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 22 Sep 2023, 16:00.

Change

  • Previous filing in this sequence was filed on 24 Nov 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VHNAW transaction

Ordinary Share

Other

Transaction value
Shares
+4,852,500
Change %
Price
Shares after
4,852,500
Date
20 Sep 2023
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VHNAW transaction Derivative

Private Warrants

Other

Transaction value
Shares
+513,587
Change %
Price
Shares after
513,587
Date
20 Sep 2023
Ownership
Direct
Underlying class
Ordinary Shares
Underlying amount
513,587
Exercise price
$11.50
Footnotes
F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

VAHANNA LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

SEC remarks

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.

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