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CORRESP
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filename1.htm

February
20, 2025

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street NE

Washington,
D.C. 20549-3561

  Re:
  Roadzen Inc.

Registration
Statement on Form S-3

Filed
February 5, 2025

File
No. 333-284695

Dear
Ms. Adegbuyi and Mr. Windsor:

On
behalf of Roadzen Inc. (the “Company”), set forth below are the Company’s responses to the comments of the Staff
(the “Staff”) of the Division of Corporation Finance and Office of Finance of the Securities and Exchange Commission
(the “Commission”) in the letter dated February 18, 2025, relating to the Company’s Registration Statement on
Form S-3 (File No. 333-284695). The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-3
(the “Amended Registration Statement”), which reflects the Company’s responses to the comments received by the
Staff and certain updated information.

For
ease of reference, the text of the comments in the Staff’s letter is reproduced in bold herein. Unless otherwise indicated, all
references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized terms used in this
letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration Statement.

Registration
Statement on Form S-3

General

1. We
                                            note that your Form 8-k filed on April 4, 2024, reporting an event that occurred on March
                                            28, 2024. The 8-K, filed under Item 3.02, was filed more than four business days after the
                                            event. Please provide us with your analysis as to how you met the timely filing requirements
                                            contained in General Instruction I.A.3(b) of Form S-3. Alternatively, please amend this registration
                                            statement to an appropriate form that you are eligible to use.

Response:
In response to Staff’s comment, the Company advises the Staff that on September 23, 2024, this firm submitted, on behalf of
the Company, a letter to the Office of Chief Counsel of the Division of Corporate Finance, requesting that the Staff not object to the
Company’s use of Form S-3 despite the referenced late Form 8-K filing, and on September 25, 2024, a member of the Staff advised
us by telephone that the waiver had been granted.

2. Please
                                            revise your Registration Statement to incorporate the 10-Q and 8-K filed on February 12,
                                            2025. Also, to the extent that, after amending, you intend to incorporate filings made between
                                            filing date and effectiveness, please revise to clearly state that you intend to incorporate
                                            these filings by reference. Refer to Securities Act Forms CD&I 123.05.

Response:
In response to Staff’s comment, the Company has revised the disclosure on page 13 of the Amended Registration Statement.

If
you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact
the undersigned at (703)749-1386.

    Very
    truly yours,

    GREENBERG
    TRAURIG, LLP.

    By:

    /s/
    Jason Simon

    Jason
    Simon, Esq.

    cc:
    Rohan
    Malhotra, Chief Executive Officer, Roadzen Inc.