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United States securities and exchange commission logo
March 16, 2023
Karan Puri
Chief Executive Officer
Vahanna Tech Edge Acquisition I Corp.
1230 Avenue of the Americas, 16 th Floor
New York, NY 10020
Re:Vahanna Tech Edge Acquisition I Corp.
Form S-4 filed February 14, 2023
File No. 333-269747
Dear Karan Puri:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Form S-4 filed February 14, 2023
How Do Redemptions Affect The Value Of My New Roadzen Ordinary Shares, page xiv
1.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
2.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Information about the Parties to the Business Combination, page 1

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
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 FirstName LastNameKaran Puri
Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
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3.Please revise to disclose the fiscal year-end for New Roadzen post-merger for financial
reporting purposes.
Summary, page 1
4.Please revise to clarify the timing and factors to be considered in considering whether the
registrant will remain a BVI company or redomicile to Delaware.
5.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
Organizational Structure, page 14
6.Please revise your diagrams illustrating the anticipated structure of Vahanna just prior to
the consummation of the merger on page 14 and the diagram illustrating the expected
structure of Vahanna upon consummation of the merger on page 16 to show the relative
ownership of voting and economic interests of each group of shareholders.
A substantial portion of our revenue is derived from a relatively small number of clients ranging
from insurers, reinsurers, OEMs, and, page 37
7.You disclose on page 37 that a small number of clients have accounted for a significant
portion of your revenue, including on OEM customer that accounted for more than 25% of
total revenue from the Indian market. If material, identify any material customer and
provide additional disclosure describing the terms of your relationship with any such
customer including any contractual or other arrangements that are in place to the extent
material so that shareholders may better assess the reliability of these revenues. If any
such contract exists, please explain to us in your response letter why you determined it
was not required to be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.
Vahanna may redeem your unexpired warrants prior to their exercise at a time that is
disadvantageous to you, thereby making your warrants, page 87
8.Please clarify whether recent common stock trading prices exceed the threshold that
would allow you to redeem public warrants. Additionally, please explain the steps, if any,
you will take to notify all shareholders, including beneficial owners, regarding when the
warrants become eligible for redemption.
Unaudited Pro Forma Combined Financial Information, page 105
9.We note that your pro forma combined financial information presents the combination of
financial information of Vahanna and Roadzen after giving effect to the reverse
recapitalization between Roadzen and Vahanna, Roadzen’s assumed acquisitions of
Global Insurance Management Limited (“GIM”) and National Automobile Club (“NAC”),
and the contemplated PIPE investment.  We also note your disclosure on page 50 that the

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Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
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acquisitions of GIM and NAC are expected to be completed prior to the closing of the
merger.  In order to more accurately represent the sequence of these transactions, and to
more clearly show the impact of each of these transactions, please revise your pro forma
combined financial information beginning on page 109 to present the assumed
acquisitions of GIM and NAC separately from the reverse recapitalization and
contemplated PIPE investment.  For instance, please revise your filing to present your pro
forma combined financial information in a columnar format in the following order:

•historical financial statements of Roadzen,
•historical financial statements of GIM,
•historical financial statements of NAC,
•transaction accounting adjustments for the acquisitions of GIM and NAC,
•pro forma combined Roadzen, GIM and NAC,
•historical financial statements of Vahanna,
•transaction accounting adjustments for the reverse recapitalization assuming
minimum redemptions,
•pro forma combined assuming minimum redemption,
•additional pro forma adjustments for the reverse recapitalization assuming maximum
redemptions, and
•pro forma combined assuming maximum redemptions.
Description of the Transactions, page 106
10.We note your reference here, and in other sections of your filing, to the PIPE investment
which is expected to close just prior to the completion of the merger.  We also note
disclosure on page 286 that this PIPE investment is contemplated prior to the merger and
the actual amount may be greater or less than the target amount of $58.9 million. Please
revise the relevant sections of your filing to clarify whether you have any committed PIPE
investment amounts and whether the amount of the PIPE investment is dependent upon
Vahanna Public Shareholder redemptions.
11.Please revise your disclosure describing the acquisition of GIM to include the US dollar
equivalent of the total purchase price.
Basis of Pro Forma Presentation, page 107
12.We note your use of terminology such as directly attributable, factually supportable and
expected to have a continuing impact when describing your pro forma adjustments.
Please note that Article 11 of Regulation S-X was amended by SEC Release No. 33-
10786, which revised the pro forma terminology and the basis for pro forma adjustments.
Please revise your pro forma discussion to conform to the updated guidance.
Transaction Adjustments, page 114
13.We note adjustment F, which reflects the fair value adjustment for the purchases of GIM
and NAC.  Please revise to disclose the date of each of these historical amounts and

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 March 16, 2023 Page 4
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Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
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corresponding fair value adjustments.  In addition, please tell us why there are no fair
value adjustments for accounts receivable, net for both GIM and NAC.
14.Please revise the explanation to adjustment F that cash and cash equivalents represents
historical amounts adjusted for distributions to refer to adjustment D rather than
adjustment E.
15.We note that the explanation of adjustment J, which states it represents the issuance of
68.3 million shares of the Company’s common stock to Roadzen equity holders as
consideration for the reverse recapitalization, does not appear to correlate with the
corresponding adjustments to the unaudited pro forma condensed combined balance sheet
on page 109.  Please explain and revise as necessary.
Information about Roadzen, page 141
16.Please revise here and Summary to provide an overview of Roadzen, Global Insurance
Management and National Automobile Club as well as the planned operations and relative
sizes and geographic locations of the different lines of business. Your revised disclosure
throughout the proxy statement/prospectus should clarify what you are referring to when
you use "we" and reference separate businesses. As a non-exclusive example, on page 73
you refer to "a portion of our business" when it appears you are referring to Roadzen
without GIM and NAC. As the acquisitions of GIM and NAC are conditions to closing of
the merger agreement, the narrative disclosure should explain clearly the nature of the
target in the combined deSPAC transaction for which pro forma financial information is
provided.
17.Additionally, revise here, Summary, Business, and Management's Discussion and
Analysis to clarify the business intended to be conducted after the deSPAC transaction.
For example, clarify the type of end customers who use the combined company's
key products and their geographic locations. We note the following:
•You use the term "telematics" but do not explain its use or the extent to which
telematics is involved in a material portion of your revenues and products and
services generating revenues from end-users;
•We note the statement on page 149 that your platform allows you to sell insurance
policies "from any insurer." Clarify the extent to which you require and have uniform
or custom agreements with all insurance companies.
•Clarify the approximate percentages of customers that are insurance providers and
reinsurance providers.
•Disclose the extent to which revenues from traditional insurance brokerage services,
your platform or IaaS solution or other products and services account for the majority
of your expenses and revenues. In this regard, we note the statement on page 158 that
Roadzen generates "a majority of our revenues through commissions and fees which
are a reflection of the total insurance policy premium."
•Explain whether the event management companies acquired by Coverzen and
referenced on pages F-65 and F-98 will be a continuing part of your business.

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 Comapany NameVahanna Tech Edge Acquisition I Corp.
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Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
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•Clarify the approximate amount of revenues attributed to "underwriting solutions"
and telematics, claims management, and FNOL. State whether any highlighted
offering does not account for a material amount of revenues or expenses.
•Address the challenges of operating in the US, UK/EU and India as a newly merged
business, and summarize how the company intends to structure the businesses--for
example, as independently operating subsidiaries in different countries, as combined
operations with a centralized headquarters in India, or otherwise.
Recent Developments, page 144
18.Please revise your discussion of the pending acquisition of NAC to discuss how NAC
generates revenue.
Roadzen's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 155
19.Please revise the Management’s Discussion and Analysis (“MD&A”) section of your
filing to include a discussion of changes in financial position for each of the periods
presented in your financial statements.
Our Business Model, page 156
20.Please revise to provide a basis for the statement that Roadzen is "one of the first
companies to provide an end-to-end IaaS platform addressed towards insurance for
mobility." In this regard, please avoid industry jargon and clarify what you mean by "end-
to-end IaaS platform addressed towards insurance for mobility." Similarly, please revise
to provide a basis for the statement that you "maintain better margins compared
to competitors mainly due to this adopted B2B2C distribution strategy."
Results of Operations, page 161
21.We note your disclosure that the increases in revenue and certain expenses are partially
attributable to the July 1, 2021 acquisition of the Coverzen Entities.  In order to provide a
reader with greater perspective regarding the impact of this acquisition, please revise your
disclosures beginning on page 161 and 163 to quantify the effect of the Coverzen entities
on revenue and relevant expense categories for each period presented.  Please also discuss
any known trends associated with the Coverzen Entities that is likely to impact future
earnings.
22.Please revise your discussion of revenue on pages 161 and 163 to provide a more detailed
and disaggregated analysis of revenue along with a discussion of any known trends likely
to impact future earnings.  In preparing your revised disclosures, please separately
quantify and discuss the different streams of revenue and consider disclosing certain key
metrics that drive each of the different revenue streams such as the number of new
contracts, renewal rates, gross premiums written, and usage-based statistics using either
pay-per-vehicle or pay-per use, etc.

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 March 16, 2023 Page 6
 FirstName LastNameKaran Puri
Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
Page 6
23.Please revise to provide period to period narrative discussion of the GIM and NAC
companies.
Security Ownership of Certain Beneficial Owners, page 171
24.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise of all securities.
Management of New Roadzen after the Merger, page 174
25.Please revise each biography to disclose directorships held during the past five years as
required by Item 401(e)(2) of Regulation S-K.
The Merger
Unaudited Prospective Financial Information of Roadzen, page 183
26.Please revise to delete the statement on page 185 that investors should "not rely on such
financial information in making a decision regarding the business combination proposal"
as it is an inappropriate disclaimer to the investor's ability to rely on the disclosure.
27.Please revise to further clarify the assumptions underlying the increase in revenues from
$59 million in FY23 to $118 million in FY24. For example,
•Approximately what percentage of revenues are projected in each of India, US and
UK/EU by Roadzen, GIM and NAC?
•To what extent does Roadzen "assume renewal of existing contracts" at the same rate
as historical renewals?
•With respect to the assumed 15.2% reduction in direct costs, what assumptions
support the "better" brokerage commissions, higher unit prices and increased
efficiencies?  For example, do the assumptions involve assumed capital expenditures
toward scaling and automation?
•To what extent are the 2.8% and 8.5% margin improvements at GIM and NAC
dependent on assumed increases in volume, and what factors were considered in any
such assumptions?
•To what extent are the "new contracts with higher margins" at GIM, "newly signed
contracts" at NAC or assumptions about future contract pricing material to the
projections? In this regard, please reconcile these assumptions with the following
statement on page 38 regarding prices: "In the past, we have been required to, and
may in the future be required to, reduce the average fixed fees and/or commissions
charged for our products, or otherwise agree to materially less favorable terms in
response to these pressures."
Background of the merger, page 194
28.Please expand your background discussion to provide more detailed