SEC Comment Letter 0000000000-23-007749 to Roadzen Inc. (RDZN, RDZNW) (CIK 0001868640) (RDZN)
Roadzen Inc. (RDZN, RDZNW) (CIK 0001868640)
Date: July 20, 2023 · CIK: 0001868640 · Accession: 0000000000-23-007749
AI Filing Summary & Sentiment
File numbers found in text: 333-269747
Letter
United States securities and exchange commission logo July 20, 2023 Karan Puri Chief Executive Officer Vahanna Tech Edge Acquisition I Corp. 1230 Avenue of the Americas, 16th Floor New York, NY 10020 Re:Vahanna Tech Edge Acquisition I Corp. Amendment No. 2 to Form S-4 Filed June 30, 2023 File No. 333-269747 Dear Karan Puri: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our June 6, 2023 letter. Amendment No. 2 to Form S-4 filed on June 30, 2023 Summary, page 1 1.We note your response to comment 1 and reissue in part. Please revise to clarify the reasons for having the company treated as a United States corporation in Delaware versus the British Virgin Islands. What are the consequences of not demonstrating US corporation status? Is there a preference for Delaware or the British Virgin Islands? Additionally, with a view to disclosure, advise us if the company will know the redemption figures prior to the shareholder meeting and, if so, whether and how the company intends to inform shareholders of the place of incorporation.
FirstName LastNameKaran Puri Comapany NameVahanna Tech Edge Acquisition I Corp. July 20, 2023 Page 2 FirstName LastName Karan Puri Vahanna Tech Edge Acquisition I Corp. July 20, 2023 Page 2 Recommendation of the Vahanna Board of Directors, page 123 2.We note your response to comment 4 and reissue in part. Please revise to clarify the nature of the professional relationships between Mr. Ramgopal and Messrs. Kalra and Malhotra. Please also revise elsewhere as appropriate. Information About Roadzen, page 148 3.We note your response to comment 2 and reissue in part. Please revise the "Information About Roadzen" section to disclose the material terms of the agreements with the material customers discussed on page 36, including the duration of the agreements and termination provisions. Please also disclose the approximate number of customers for each period presented and your limited customer base in this section and elsewhere as appropriate. Additionally, discuss the reason(s) these customers have ceased or will cease being major sources of revenue. Please file the contracts discussed on page 36 as exhibits or tell us why they are not required to be filed under Item 601(b)(10) of Regulation S-K. 4.We note your response to comment 6 and reissue in part. Please revise your disclosure here and where appropriate to include the relative sizes of Roadzen, Global Insurance Management and National Automobile Club. Please provide such information in a format to facilitate the ease of such comparison. Unaudited Prospective Financial Information of Roadzen , page 196 5.We note your response to comment 7 and reissue in part. Please revise to disclose the basis for assuming that the GIM "legacy policies" will be renewed upon expiration. With respect to the statement on page 37 that the company, in the past, has had to "reduce the average fixed fees and/or commissions charged," please revise page 199 to clarify the basis for assuming that such reductions will not be required going forward. Interests of Roadzen Directors and Executive Officers in the Merger, page 227 6.We note your response to comment 10 and reissue in part. Please quantify the aggregate dollar amount of what the company’s officers and directors have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket expenses for which the officers and directors are awaiting reimbursement. In this regard, we note the success fee to be paid to Indus LLP, which is controlled by the CEO.
You may contact Ben Phippen at (202) 551-3697 or John Spitz at (202) 551-3484 if you have questions regarding comments on the financial statements and related matters. Please
FirstName LastNameKaran Puri Comapany NameVahanna Tech Edge Acquisition I Corp. July 20, 2023 Page 3 FirstName LastName Karan Puri Vahanna Tech Edge Acquisition I Corp. July 20, 2023 Page 3 contact Robert Arzonetti at (202) 551-8819 or James Lopez, Office Chief, at (202) 551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc: Evan D’Amico
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United States securities and exchange commission logo
July 20, 2023
Karan Puri
Chief Executive Officer
Vahanna Tech Edge Acquisition I Corp.
1230 Avenue of the Americas, 16th Floor
New York, NY 10020
Re:Vahanna Tech Edge Acquisition I Corp.
Amendment No. 2 to Form S-4
Filed June 30, 2023
File No. 333-269747
Dear Karan Puri:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our June 6, 2023 letter.
Amendment No. 2 to Form S-4 filed on June 30, 2023
Summary, page 1
1.We note your response to comment 1 and reissue in part. Please revise to clarify the
reasons for having the company treated as a United States corporation in Delaware versus
the British Virgin Islands. What are the consequences of not demonstrating US
corporation status? Is there a preference for Delaware or the British Virgin Islands?
Additionally, with a view to disclosure, advise us if the company will know the
redemption figures prior to the shareholder meeting and, if so, whether and how the
company intends to inform shareholders of the place of incorporation.
FirstName LastNameKaran Puri
Comapany NameVahanna Tech Edge Acquisition I Corp.
July 20, 2023 Page 2
FirstName LastName
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
July 20, 2023
Page 2
Recommendation of the Vahanna Board of Directors, page 123
2.We note your response to comment 4 and reissue in part. Please revise to clarify the nature
of the professional relationships between Mr. Ramgopal and Messrs. Kalra and Malhotra.
Please also revise elsewhere as appropriate.
Information About Roadzen, page 148
3.We note your response to comment 2 and reissue in part. Please revise the "Information
About Roadzen" section to disclose the material terms of the agreements with the material
customers discussed on page 36, including the duration of the agreements and termination
provisions. Please also disclose the approximate number of customers for each period
presented and your limited customer base in this section and elsewhere as appropriate.
Additionally, discuss the reason(s) these customers have ceased or will cease being major
sources of revenue. Please file the contracts discussed on page 36 as exhibits or tell us
why they are not required to be filed under Item 601(b)(10) of Regulation S-K.
4.We note your response to comment 6 and reissue in part. Please revise your disclosure
here and where appropriate to include the relative sizes of Roadzen, Global Insurance
Management and National Automobile Club. Please provide such information in a format
to facilitate the ease of such comparison.
Unaudited Prospective Financial Information of Roadzen , page 196
5.We note your response to comment 7 and reissue in part. Please revise to disclose the
basis for assuming that the GIM "legacy policies" will be renewed upon expiration. With
respect to the statement on page 37 that the company, in the past, has had to "reduce the
average fixed fees and/or commissions charged," please revise page 199 to clarify the
basis for assuming that such reductions will not be required going forward.
Interests of Roadzen Directors and Executive Officers in the Merger, page 227
6.We note your response to comment 10 and reissue in part. Please quantify the aggregate
dollar amount of what the company’s officers and directors have at risk that depends on
completion of a business combination. Include the current value of securities held, loans
extended, fees due, and out-of-pocket expenses for which the officers and directors are
awaiting reimbursement. In this regard, we note the success fee to be paid to Indus LLP,
which is controlled by the CEO.
You may contact Ben Phippen at (202) 551-3697 or John Spitz at (202) 551-3484 if you
have questions regarding comments on the financial statements and related matters. Please
FirstName LastNameKaran Puri
Comapany NameVahanna Tech Edge Acquisition I Corp.
July 20, 2023 Page 3
FirstName LastName
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
July 20, 2023
Page 3
contact Robert Arzonetti at (202) 551-8819 or James Lopez, Office Chief, at (202) 551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc: Evan D’Amico