SecProbe.io

CORRESP
 1
 filename1.htm

 Roadzen
Inc.

 111
Anza Boulevard

 Suite
109

 Burlingame,
CA 94010

 January
21, 2026

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Roadzen
 Inc. (the "Company")

 Registration
 Statement on Form S-3 (the "Registration Statement")

 Filed
 December 31, 2025

 File
 Number 333-292513

 Dear
Sir/Madam:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the Registration Statement such that the Registration Statement will become effective as of 4:00 P.M. on Friday, January 23, 2026,
or as soon thereafter as practicable.

 Very
 truly yours,

 ROADZEN
 INC.

 By:
 /s/
 Jean-Noël Gallardo

 Name:
 Jean-Noël
 Gallardo

 Title:
 Chief
 Financial Officer

 cc:
 Jason
 Simon, Esq.

 Greenberg
 Traurig, LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 8, 2026

Rohan Malhotra
Chief Executive Officer
Roadzen Inc.
111 Anza Boulevard, Suite 109
Burlingame, CA 94010

 Re: Roadzen Inc.
 Registration Statement on Form S-3
 Filed December 31, 2025
 File No. 333-292513
Dear Rohan Malhotra:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Jason Simon
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Roadzen
Inc.

 111
Anza Boulevard

 Suite
109

 Burlingame,
CA 94010

 December
3, 2025

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 RE:
 Roadzen
 Inc. (the "Company")

 Registration
 Statement on Form S-3 (the "Registration Statement")

 Filed
 November 28, 2025

 File
 Number 333-291840

 Dear
Sir/Madam:

 The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the Registration Statement such that the Registration Statement will become effective as of 4:00 P.M. on Friday, December 5, 2025,
or as soon thereafter as practicable.

 Very
 truly yours,

 ROADZEN
 INC.

 By:
 /s/
 Jean-Noël Gallardo

 Name:
 Jean-Noël
Gallardo

 Title:
 Chief
 Financial Officer

 cc:
 Jason
 Simon, Esq.

 Greenberg
 Traurig, LLP

CORRESP
1
filename1.htm

Roadzen
Inc.

111
Anza Boulevard

Suite
109

Burlingame,
CA 94010

February
26, 2025

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Aisha
    Adegbuyi

    Christian
    Windsor

    RE:
    Roadzen
    Inc. (the “Company”)

    Registration Statement on Form S-3 (the “Registration Statement”)

                                                                              Filed February 5, 2025

                                                                              File
Number 333-284695

Dear
Ms. Adegbuyi and Mr. Windsor:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the Registration Statement such that the Registration Statement will become effective as of 9:00 A.M. on Friday, February 28, 2025,
or as soon thereafter as practicable.

    Very
    truly yours,

    ROADZEN
    INC.

    By:
    /s/
                                            Jean-Noël Gallardo

    Name:
    Jean-Noël
                                            Gallardo

    Title:
    Chief
    Financial Officer

    cc:
    Jason
    Simon, Esq.

    Greenberg
    Traurig, LLP

CORRESP
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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.

February 18, 2025
Rohan Malhotra
Chief Executive Officer
Roadzen Inc.
111 Anza Boulevard, Suite 109
Burlingame, California 94010
Re:Roadzen Inc.
Registration Statement on Form S-3
Filed February 5, 2025
File No. 333-284695
Dear Rohan Malhotra:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
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.
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. 2.

February 18, 2025
Page 2

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-
3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jason Simon, Esq.

CORRESP
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Roadzen
Inc.

111
Anza Boulevard

Suite
109

Burlingame,
CA 94010

November
8, 2024

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Attn:
  Robert Arzonetti

    RE:
    Roadzen
    Inc. (the “Company”)

    Registration
Statement on Form S-3 (the “Registration Statement”)

    Filed
November 1, 2024

    File
Number 333-282966

Dear
Mr. Arzonetti:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness
of the Registration Statement such that the Registration Statement will become effective as of 4:00 P.M. on Tuesday, November 12, 2024,
or as soon thereafter as practicable.

    Very
    truly yours,

    ROADZEN
    INC.

    By:
    /s/
    Rohan Malhotra

    Name:
    Rohan
    Malhotra

    Title:
    Chief
    Executive Officer

    cc:
    Jason
    Simon, Esq.

    Greenberg
    Traurig, LLP

November 7, 2024
Rohan Malhotra
Chief Executive Officer
Roadzen Inc.
111 Anza Boulevard, Suite 109
Burlingame, California 94010
Re:Roadzen Inc.
Registration Statement on Form S-3
Filed November 1, 2024
File No. 333-282966
Dear Rohan Malhotra:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at 202-551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jason Simon

CORRESP
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CORRESP

 Vahanna Tech Edge Acquisition I Corp.

1230 Avenue of the Americas, 16th Floor

New York, NY 10020

 August 11, 2023

VIA EDGAR

 Robert Arzonetti

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 100 F Street, NE

Washington, D.C. 20549-3561

Re:
 Vahanna Tech Edge Acquisition I Corp.

Registration Statement on Form S-4, as amended

File No. 333-269747

Dear Mr. Arzonetti:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Vahanna Tech Edge Acquisition I Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 3:00 p.m., Eastern Time, on August 14,
2023, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Gibson, Dunn & Crutcher LLP, requests by telephone that such Registration Statement be declared effective.

Please contact Evan D’Amico of Gibson, Dunn & Crutcher LLP by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com as
soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[Signature Page Follows]

 Sincerely,

Vahanna Tech Edge Acquisition I Corp.

By:

/s/ Raahim Don

Name:

 Raahim Don

Title:

Chief Financial Officer

cc:
 Evan M. D’Amico

 Gibson, Dunn & Crutcher LLP

CORRESP
1
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CORRESP

August 4, 2023

 Evan M. D’Amico

 Direct: +1
202.887.3613

 Fax: +1 202.530.4255

EDAmico@gibsondunn.com

 VIA EDGAR

 Robert
Arzonetti

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Finance

 100 F Street, NE

Washington, D.C. 20549-3561

Re:
 Vahanna Tech Edge Acquisition I Corp.

Amendment No. 3 to Form S-4

Filed July 24, 2023

File No. 333-269747

Dear Mr. Arzonetti:

 On behalf of Vahanna
Tech Edge Acquisition I Corp. (the “Company”), please find the response to the comment of the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated August 1, 2023 (the
“Comment Letter”) with regard to Amendment No. 3 to the Registration Statement on Form S-4 (File No. 333-269747) filed by the Company on
July 24, 2023 (the “Registration Statement”). Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.

Set forth below in italics is the comment contained in the Comment Letter. Immediately below is the Company’s response to such comment.

 Questions and Answers

 General

1.
 We note your revised disclosure and response to comment 1. Please advise why you believe that two business
days prior to the shareholder meeting will provide a sufficient period of time for adequate dissemination of the information referenced in your response to permit shareholders to assess the information and to change their voting decisions if
desired. Please indicate if you will, in addition to issuing the press release, attempt to contact shareholders directly and if so, the method of such contact. Please also advise how shareholders wishing to change their vote following issuance of
the press release will be able to do so given the limited two business day window. Please indicate what consideration, if any, the you have given to providing shareholders with more than two business days and whether you have considered the
potential risk that some shareholders wishing to change their vote following issuance of the press release may not be able to do so given the short time frame. In providing your response, you may find it helpful to refer to Exchange Act Release
No. 23789 (November 10, 1986) and the text accompanying footnotes 48 and 49.

 Response: The Company
acknowledges the Staff’s comment. The jurisdiction of organization of the post-closing company will be determined by the number of ordinary shares redeemed on the second business day prior to the Company’s shareholders meeting to vote on
the proposed business combination (the “Redemption Deadline” and the process by which the domicile will be determined, the “Toggle”). The Company respectfully advises the Staff that additional information about which jurisdiction
(as between the British Virgin Islands and Delaware) will govern the post-closing company is immaterial to shareholders’ overall assessment of the proposed business combination and their rights as shareholders in connection therewith.

 Shareholders Will Be Well-Informed

While the amount of shares to be redeemed in connection with the transaction will not be known until the Redemption Deadline, the Registration
Statement includes detailed disclosure with respect to the proposed business combination, each potential jurisdiction of organization, and the specific rights of shareholders to vote upon such matters (see, e.g., Registration Statement,
Proposal No. 1 (page 260), Proposal No. 2 (page 261), Proposal No. 4 (page 269), and Proposal No. 5 (page 275)). The Registration Statement also includes information that is sufficient for shareholders to understand the
conditions of, and risks relating to, the Toggle and the Redemption Deadline. See, e.g., Registration Statement, pages x, xi, 3, 102, and 274.

Existing disclosure in the Registration Statement already details the similarities between (a) the jurisdictions of Delaware and the British
Virgin Islands and (b) the proposed governing documents of the Company for each of these jurisdictions (depending on the ultimate result of the Toggle). The Registration Statement includes detailed comparisons of shareholder rights under each
jurisdiction and the proposed governing documents. See Registration Statement, pages 263, 277 and 313.

 The information referenced
in the Registration Statement will be included in a final proxy statement/prospectus (in substantially the same form as contained in the most recent Amendment to the Registration Statement) that will be mailed to shareholders upon effectiveness of
the Registration Statement (the “Final Prospectus”).

 As a result, shareholders will have the information necessary beforehand
to make an informed decision. We do not believe that the actual result of the Toggle is itself material to a decision about the proposed business combination. Nevertheless, to enhance shareholder disclosure, the Company intends to issue a press
release and file a Form 8-K following the Redemption Deadline informing shareholders of the number of shares redeemed and the results of the Toggle (the “Supplemental Disclosure”).

Shareholders Will Have an Opportunity to Act

Shareholders already will be afforded the opportunity at the shareholders meeting to vote on cross-conditioned proposals necessary to approve
the transaction, including, among others, (a) the transaction as a whole (i.e., voting on Proposal No. 1) and (b) the governing documents of each particular jurisdiction of organization (depending on the ultimate result of the Toggle)
(i.e., voting on Proposal No. 2 with respect to the governing documents under the laws of the British Virgin Islands and voting on Proposal Nos. 4 and 5 with respect to redomestication of the post-closing company as a Delaware corporation and
the related governing documents). In each instance, the Company has provided several avenues by which a shareholder may exercise its rights and agency with respect to the proposed transaction as a whole, and the specific material terms thereof.
See Registration Statement, pages 260 through 289.

 More importantly, regardless of shareholders’ ability to vote on the
material and operative terms of the transaction, in this particular situation, the shareholders always retain the right to redeem their shares in advance of the Redemption Deadline, whether or not they vote on the specific proposals to be presented
at the shareholders meeting. See, e.g., Registration Statement, pages xiv through xviii.

 In the event that a shareholder does not redeem or does not elect to vote its shares in
opposition to the transaction or a potential jurisdiction of incorporation, shareholders are still afforded the ability to change their votes after the Redemption Deadline. Detailed disclosure in the Final Prospectus will outline the procedures
necessary to change a previously submitted vote. See Registration Statement, page xxii.

 Shareholders will also have access to the
Company and its proxy solicitor and transfer agent to seek further information and clarification in advance of the Redemption Deadline and the shareholders meeting. Contact information for each of these parties will be included in the Final
Prospectus and the accompanying letter to shareholders. See, e.g., Registration Statement, pages xx, xxiii, 1, 14, 133 and 134.

 For the
reasons set forth above, shareholders will have, in advance of the shareholders meeting and the Redemption Deadline, information and resources sufficient to vote on an informed basis and/or redeem such shares in connection therewith. The Company
respectfully submits that no additional time or shareholder outreach or dissemination with respect to the Toggle is necessary for shareholders to make an informed investment decision with respect to the proposed business combination. Notwithstanding
the foregoing, the Company intends to issue the Supplemental Disclosure as described above.

 ***

If the Staff of the SEC has any questions or comments regarding the foregoing, please contact the undersigned, Evan D’Amico of Gibson,
Dunn & Crutcher LLP, by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

 Sincerely,

 /s/ Evan M. D’Amico

 Evan M. D’Amico

United States securities and exchange commission logo
August 1, 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. 3 to Form S-4
Filed July 24, 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 July 20, 2023 letter.
Form S-4/A filed July 24, 2023
General
1.We note your revised disclosure and response to comment 1. Please advise why you
believe that two business days prior to the shareholder meeting will provide a sufficient
period of time for adequate dissemination of the information referenced in your response
to permit shareholders to assess the information and to change their voting decisions if
desired.  Please indicate if you will, in addition to issuing the press release, attempt to
contact shareholders directly and if so, the method of such contact.  Please also advise
how shareholders wishing to change their vote following issuance of the press release will
be able to do so given the limited two business day window.  Please indicate what
consideration, if any, the you have given to providing shareholders with more than two

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 August 1, 2023 Page 2
 FirstName LastName
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
August 1, 2023
Page 2
business days and whether you have considered the potential risk that some shareholders
wishing to change their vote following issuance of the press release may not be able to do
so given the short time frame.  In providing your response, you may find it helpful to refer
to Exchange Act Release No. 23789 (November 10, 1986) and the text accompanying
footnotes 48 and 49.
            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
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

CORRESP
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CORRESP

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

July 24, 2023

 Evan M. D’Amico

 Direct:
+1 202.887.3613
Fax: +1 202.530.4255
EDAmico@gibsondunn.com

 VIA EDGAR

 Robert
Arzonetti

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Finance

 100 F Street, NE

Washington, D.C. 20549-3561

Re:
 Vahanna Tech Edge Acquisition I Corp.

Amendment No. 2 to Form S-4

Filed June 30, 2023

File No. 333-269747

Dear Mr. Arzonetti:

 On behalf of Vahanna
Tech Edge Acquisition I Corp. (the “Company”), please find responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated July 20, 2023 (the
“Comment Letter”) with regard to Amendment No. 2 to the Registration Statement on Form S-4 (File No. 333-269747) filed by the Company on
June 30, 2023 (the “Registration Statement”). The responses are based on information provided to us by the Company. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration
Statement.

 Set forth below in italics are the comments contained in the Comment Letter. Immediately below each of the Staff’s
comments is the Company’s response to such comment. For the convenience of the Staff’s review, each of the numbered paragraphs below correspond to the numbered comment in the Comment Letter.

The Company is concurrently providing to the Commission Amendment No. 3 to the Registration Statement, as filed on EDGAR on the date
hereof (“Amendment No. 3”).

 Questions and Answers

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has included additional
requested disclosure on pages xi, 3, 102 and 274 of Amendment No. 3. The Company will know redemption figures on the evening of the redemption deadline, the date that is two business days prior to the Company’s shareholder meeting. The Company
intends to issue a press release informing shareholders of the number of shares redeemed and whether the Domestication Proposal will be called for a vote or if the Company will continue as a British Virgin Islands entity following the consummation
of the transaction. The Company has included additional disclosure on pages xi, 3 and 102 of Amendment No. 3.

 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.

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that it has revised disclosure on pages 129, 130 and 235 of Amendment No. 3 to clarify the nature of the professional relationships between Mr. Ramgopal and Messrs. Kalra and Malhotra.

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised pages 37, 38,
169, 170, and 175 to further discuss the material terms of the arrangements with the material customers. The Company respectfully advises the Staff that Roadzen does not have an agreement or formal arrangement with one of the customers and that
pages 38, 170 and 175 illustrate the nature of the commercial relationship between insurance brokers and providers in India. The Company further advises the Staff that it has revised page 37, 169 and 175 to disclose Roadzen’s
approximate number of customers for its fiscal years ended March 31, 2023 and 2022. The Company further advises the Staff that the customer that represented a material portion of Roadzen’s revenues for the fiscal year ended March 31,
2022 no longer represented a material portion of revenues for the fiscal year ended March 31, 2023 because Roadzen generated less revenue from that customer in the fiscal year ended March 31, 2023 and generated more revenue from other
customers during that same period. Additionally, the customers that represented a material portion of Roadzen’s revenue for the fiscal year ended March 31, 2023 no longer represent a major source of revenue for the consolidated company
going forward because of Roadzen’s acquisitions of GIM and NAC, respectively. The Company respectfully advises the Staff that it believes the contracts discussed on page 36 of Amendment No. 2 are not required to be filed as exhibits under
Item 601(b)(10) of Regulation S-K because these contracts were made in the ordinary course of business and do not represent a material portion of the combined company’s revenue.

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised page 160
accordingly.

 Unaudited Prospective Financial Information, 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.

 Response: The
Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised pages 203 and 204 accordingly. The Company respectfully advises the staff that Roadzen’s assumption that GIM’s legacy
policies will be renewed upon expiration is based on historical trends and customer retention rates at GIM that have remained consistent over time. Additionally, GIM does not rely heavily on individual customer renewals but rather

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

on contracts with enterprise clients such as large automakers, dealerships and automobile distribution partners. The Company respectfully advises the Staff that (i) the statement on page 37
of Amendment No. 2 that the company, in the past, has had to “reduce the average fixed fees and/or commissions charged” applies only to Roadzen and not to GIM and (ii) Roadzen has experienced such fee reductions only on a few
rare occasions involving volume-based discounts on large contracts. Roadzen nonetheless chose to include this disclosure because there is always a commercial risk that a business may have to reduce fees or concede on terms in negotiating agreements
with customers. Accordingly, the risk discussed on page 37 of Amendment No. 2 is not inconsistent with the assumptions Roadzen made concerning GIM’s revenue growth when preparing the projected financial information discussed on page 199 of
Amendment No. 2. Furthermore, the Company respectfully advises the staff that Roadzen has revised page 203 to clarify that it projects no reduction in the average fixed fees and/or commissions charged.

Interests of Roadzen Directors and Executive Officers, 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.

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that it has aggregated existing disclosure and supplemented such disclosure to present in table format the aggregate amount of at risk capital of the directors and officers of the Company, as found on pages 126, 127, 232 and 233 of
Amendment No. 3. As a clarifying note, the Company respectfully advises the Staff that the CEO and the Chairman of the Company together control Indus LLP.

* * *

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

 If the Staff of the SEC has any questions or comments regarding the foregoing, please contact
the undersigned, Evan D’Amico of Gibson, Dunn & Crutcher LLP, by telephone at (202) 887-3613 or via email at edamico@gibsondunn.com.

Sincerely,

 /s/ Evan M. D’Amico

Evan M. D’Amico

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

CORRESP
1
filename1.htm

CORRESP

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

June 30, 2023

 Evan M. D’Amico

 Direct:
+1 202.887.3613
Fax: +1 202.530.4255
EDAmico@gibsondunn.com

 VIA EDGAR

 Robert
Arzonetti

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Finance

 100 F Street, NE

Washington, D.C. 20549-3561

Re:
 Vahanna Tech Edge Acquisition I Corp.

Amendment No. 1 to Form S-4

Filed May 10, 2023

File 333-269747

Dear Mr. Arzonetti:

 On behalf of Vahanna
Tech Edge Acquisition I Corp. (the “Company”), please find responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated June 6, 2023 (the
“Comment Letter”) with regard to Amendment No.1 to the Registration Statement on Form S-4 (File No. 333-269747) filed by the Company on May 10, 2023
(the “Registration Statement”). The responses are based on information provided to us by the Company. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.

Set forth below in italics are the comments contained in the Comment Letter. Immediately below each of the Staff’s comments is the
Company’s response to such comment. For the convenience of the Staff’s review, each of the numbered paragraphs below correspond to the numbered comment in the Comment Letter.

The Company is concurrently providing to the Commission Amendment No. 2 to the Registration Statement, as filed on EDGAR on the date
hereof (“Amendment No. 2”).

 Questions and Answers

Summary, page 1

1.
 We note your response to comment 4 and revised disclosure on page 2. Please revise to include Risk Factor
disclosure addressing the inability of shareholders to know whether the combined company will be a BVI or Delaware company at the time of their investment decision. Please also cross reference from page 2 to the Risk Factor and the disclosure on
page 293 comparing statutory provisions in BVI and Delaware. Additionally, revise to further clarify the reasons for the cutoff at 48% of redemptions and how that impacts the board’s recommendation to redomesticate.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised its
disclosure on pages 2, 3 and 101 accordingly.

2.
 We note your response to comment 7 and revised disclosure on pages 10 and 35. Please revise to disclose the
details of the “relatively small number of clients” responsible for a substantial portion of your revenues as discussed in your response letter.

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that Roadzen has revised the risk factor titled “A substantial portion of our revenue is derived from a relatively small number of clients including insurers, OEMs, and automotive fleets, and the loss of any of these clients,
or a significant revenue reduction from any of these clients, could materially impact our business, results of operations and financial condition.” on pages 36 and 37 to further discuss the one customer that, at the time of closing of
the business combination, will no longer represent a material portion of Roadzen’s revenues on a pro forma basis (after giving effect to Roadzen’s acquisitions of GIM and NAC). The Company respectfully advises the Staff that Roadzen has
advised the Company that no other customer of Roadzen represents a material portion of its revenues and, accordingly, no other customer is required to be discussed in greater detail on an individual basis.

Risk Factors, page 35

3.
 To provide context for the risks associated with the possible 40% tax rate, please revise to clarify the
activities and identify the individuals where you reference “activities carried out by certain Indian residents in their capacity as members of our Board of officers of the Company.” Please also clarify “40% plus applicable surcharge
and cess.”

 Response: The Company acknowledges the Staff’s comment and respectfully advises the
Staff that Roadzen has revised its disclosure on pages 73 and 74 accordingly.

 Recommendation of the Vahanna Board of Directors, page 116

4.
 We note your response to comment 34 and revised disclosure referring to Mr. Ramgopal’s
professional relationships with Messrs. Kalra and Malhotra. Please revise to clarify the nature of the professional relationships. For example, does Mr. Ramgopal serve as a director or officer with Messrs. Kalra or Malhotra?

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the
Company has revised its disclosure on pages 126 and 229 accordingly.

 Vahanna’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations, page 135

5.
 Please enhance the Management’s Discussion and Analysis (“MD&A”) section of your filing
to explain the fluctuation in accrued expenses from $158,930 at December 31, 2021 to $1,130,575 at December 31, 2022 and the corresponding increase in general and administrative expenses from $186,554 to $1,755,131 during the periods then
ended and as noted in your audited financial statements beginning on page F-3.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has enhanced the
MD&A to address the Staff’s comment on page 145.

 Information about Roadzen, page 141

6.
 We note your response to comments 16 and 17. Please revise your disclosure here and where appropriate to
provide the requested information. In this regard we note the following.

•

 Include relative sizes of Roadzen, Global Insurance Management and National Automobile Club;

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the size of
Roadzen’s, GIM’s and NAC’s respective lines of business is already included on pages 152, 153 and 174 where the revenues generated by each line of business are discussed and compared from period to period.

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

•

 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, including an overview of the business intended to be conducted by the combined company after the deSPAC; and

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that thorough overviews of Roadzen, GIM
and NAC, including where each entity operates, are already provided on pages 148 through 153. The Company respectfully advises the Staff that additional disclosure has been included on pages 153 through 155 to discuss the business intended to be
conducted by the combined company after the merger. As noted above, the Company respectfully advises the Staff that the size of Roadzen’s, GIM’s and NAC’s respective lines of business is already included on pages 152, 153 and 174
where the revenues generated by each line of business are discussed and compared from period to period.

•

 Clarify the extent to which Global Insurance and National Automobile are included where you use “we”
and “our,” for example in the last bullet point on page 10, or when you use the term “Roadzen,” given that the acquisitions of Global Insurance and National Automobile are conditions to the merger.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised certain disclosure
in Amendment No. 2 to clarify which entity or entities are being referred to. Additionally, the Company respectfully advises the Staff that the Registration Statement already contains language clarifying the meaning of terms such as
“we,” “us,” and “our” as used in specific sections of the Registration Statement. With respect to the last bullet on page 10 noted by the Staff, such risk factor, after discussing each of Roadzen, NAC and
GIM individually, states Roadzen’s expectation for New Roadzen (which is defined to include GIM and NAC) to continue to depend upon a small number of clients for a significant portion of revenues for the foreseeable future.

Unaudited Prospective Financial Information of Roadzen, page 186

7.
 We note your response to comment 27 and reissue in part. Please revise to disclose to what extent the
“new contracts with higher margins” at GIM, “newly signed contracts” at NAC or assumptions about future contract pricing are material to the projections. In this regard, please reconcile these assumptions with the following
statement on page 36 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.” Please also clarify the nature of the relationships between Roadzen and GIM and NAC and the terms under which the “automated claims” and “digitization technologies,” as referenced on
page 189, are provided to GIM and NAC by Roadzen.

 Staff’s note: Please revise to disclose to what extent
the “new contracts with higher margins” at GIM, “newly signed contracts” at NAC or assumptions about future contract pricing are material to the projections.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that Roadzen has revised its disclosure
on pages 199 and 200 accordingly.

 Staff’s note: In this regard, please reconcile these assumptions with the following
statement on page 36 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.”

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that, irrespective of the recently improved contract terms and projected improvements in revenue, the risk factor noted by the Staff is nonetheless applicable. The Company notes that there is always a risk that Roadzen may have to reduce
fees or concede on terms in negotiating agreements with customers.

 Staff’s note: Please also clarify the nature of the
relationships between Roadzen and GIM and NAC and the terms under which the “automated claims” and “digitization technologies,” as referenced on page 189, are provided to GIM and NAC by Roadzen.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that Roadzen has revised pages 199
and 200 accordingly.

 Background of the Merger, page 197

8.
 We note your response to comment 31 and reissue in part. Please revise to clarify the extent to which GIM
and/or NAC participated in the negotiations between Vahanna and Roadzen.

 Response: The Company acknowledges
the Staff’s comment and respectfully advises the Staff that Roadzen has revised page 208 to clarify that neither GIM nor NAC participated in any negotiations between the Company and Roadzen.

9.
 We note your revised disclosure in response to comments 28 and 29 and reissue the comments in part. You
state that negotiations and diligence between Roadzen and NAC and GIM began in January 2022 but that Vahanna was not involved in the transactions or negotiations. Please revise to clarify how Vahanna and Roadzen, when considering and negotiating the
proposed business combination, addressed Roadzen’s pending NAC and GIM negotiations. We note Vahanna reviewed business data between January 18, 2022 and March 20, 2022; and, given the business combination is conditioned on completion
of the transactions, it appears the parties considered the NAC and GIM acquisitions as material to the business combination. We also note the statement that prior to the IPO, neither Vahanna, nor anyone on its behalf, contacted any prospective
business. Please revise to clarify the nature and extent of the discussions regarding Roadzen’s capital raising efforts beginning on November 10, 2021 after Mr. Adhikari introduced Mr. Ramgopal to Roadzen. In this regard, it is
unclear whether Vahanna was viewed as a source for Roadzen’s capital raising efforts. Additionally, as previously requested, please describe how and why the initial proposed terms of the transaction were revised over time. For example, on page
200 you state that between March 22, 2022 and April 29, 2022, the parties continued to negotiate closing conditions “regarding minimum cash, PIPE and alternative financing arrangements, transaction expense caps,” etc. However,
you do not identify the amounts and terms of these items or explain whether and how they were amended in the fall of 2022 “via [the] proposed definitive documents” referenced on page 203.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that Roadzen has revised pages 208,
210 and 211 accordingly.

 Interests of Vahanna’s Directors and Executive Officers in the Merger, page 215

10.
 We note your response to comment 33 and reissue in part. Please quantify the aggregate dollar amount and
describe the nature 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.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has
revised pages 123, 124, 125, 227 and 228 accordingly.

 Gibson, Dunn & Crutcher LLP

1050 Connecticut Avenue, N.W.

Washington, DC 20036-5306

 Tel 202.955.8500

www.gibsondunn.com

 Vahanna Tech Edge Acquisition Corp. Financial Statements

Note 2 - Revision of Previously Issued Financial Statements, page F-11

11.
 Please expand your disclosures to explain in more detail the nature of, and underlying reasons for, the
revisions made to the December 31, 2021 financial statements, including a discussion of how the adjustments were determined and the accounting guidance relied upon to support these revisions.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has enhanced the
disclosures on page F-36 to address the Staff’s comment. Further, the Company advises the Staff that the primary reason for the revision made to the December 31, 2021 financial statements is
that the Company determined that the Remeasurement of Class A ordinary shares to redemption value amount in the Statements of Changes in Shareholders’ Deficit should agree to the similarly captioned amount in Note 3 — Summary Of
Significant Accounting Policies — Class A ordinary shares subject to possible redemption as shown on pages F-38 and F-39. The revisions were primarily the result of not properly
including, in accordance with SEC Staff Accounting Bulletin Topic 5.A, Expenses of Offering, the costs of $1,123,500 associated with the underwriter shares issued as part of the public offering.

Global Insurance Management Ltd Financial Statements

Note 15. Other income (expense) net, page F-112

12.
 We note your response to comment 36 and your revised disclosure on page
F-112. Please further enhance your disclosure to explain your accounting policies for writing back payable balances and writing off trade receivables accompanied by an enhanced discussion of the underlying
reasons for the wri

United States securities and exchange commission logo
June 6, 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. 1 to Form S-4 filed May 10, 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 March 16, 2023 letter.
Amendment No. 1 to Form S-4 filed May 10, 2023
Summary, page 1
1.We note your response to comment 4 and revised disclosure on page 2. Please revise to
include Risk Factor disclosure addressing the inability of shareholders to know whether
the combined company will be a BVI or Delaware company at the time of their
investment decision. Please also cross reference from page 2 to the Risk Factor and the
disclosure on page 293 comparing statutory provisions in BVI and Delaware.
Additionally, revise to further clarify the reasons for the cutoff at 48% of redemptions and
how that impacts the board's recommendation to redomesticate.
2.We note your response to comment 7 and revised disclosure on pages 10 and 35. Please
revise to disclose the details of the "relatively small number of clients" responsible for a
substantial portion of your revenues as discussed in your response letter.

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 June 6, 2023 Page 2
 FirstName LastNameKaran Puri
Vahanna Tech Edge Acquisition I Corp.
June 6, 2023
Page 2
Risk Factors, page 35
3.To provide context for the risks associated with the possible 40% tax rate, please revise to
clarify the activities and identify the individuals where you reference "activities carried
out by certain Indian residents in their capacity as members of our Board of officers of the
Company." Please also clarify "40% plus applicable surcharge and cess."
Recommendation of the Vahanna Board of Directors, page 116
4.We note your response to comment 34 and revised disclosure referring to Mr. Ramgopal's
professional relationships with Messrs. Kalra and Malhotra. Please revise to clarify the
nature of the professional relationships. For example, does Mr. Ramgopal serve as a
director or officer with Messrs. Kalra or Malhotra?
Vahanna's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 135
5.Please enhance the Management’s Discussion and Analysis ("MD&A") section of your
filing to explain the fluctuation in accrued expenses from $158,930 at December 31, 2021
to $1,130,575 at December 31, 2022 and the corresponding increase in general and
administrative expenses from $186,554 to $1,755,131 during the periods then ended and
as noted in your audited financial statements beginning on page F-3.
Information about Roadzen, page 141
6.We note your response to comments 16 and 17. Please revise your disclosure here and
where appropriate to provide the requested information. In this regard we note the
following.
•Include the relative sizes of Roadzen, Global Insurance Management and National
Automobile Club;
•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, including an overview of the business
intended to be conducted by the combined company after the deSPAC; and
•Clarify the extent to which Global Insurance and National Automobile are included
where you use "we" and "our," for example in the last bullet point on page 10, or
when you use the term "Roadzen," given that the acquisitions of Global Insurance
and National Automobile are conditions to the merger.
Unaudited Prospective Financial Information of Roadzen, page 186
7.We note your response to comment 27 and reissue in part. Please revise to disclose to
what extent the “new contracts with higher margins” at GIM, “newly signed contracts” at
NAC or assumptions about future contract pricing are material to the projections. In this
regard, please reconcile these assumptions with the following statement on page 36
regarding prices: “In the past, we have been required to, and may in the future be required

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 June 6, 2023 Page 3
 FirstName LastName
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
June 6, 2023
Page 3
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.” Please
also clarify the nature of the relationships between Roadzen and GIM and NAC and the
terms under which the "automated claims" and "digitization technologies," as referenced
on page 189, are provided to GIM and NAC by Roadzen.
Background of the Merger, page 197
8.We note your response to comment 31 and reissue in part. Please revise to clarify the
extent to which GIM and/or NAC participated in the negotiations between Vahanna and
Roadzen.
9.We note your revised disclosure in response to comments 28 and 29 and reissue the
comments in part. You state that negotiations and diligence between Roadzen and NAC
and GIM began in January 2022 but that Vahanna was not involved in the transactions or
negotiations. Please revise to clarify how Vahanna and Roadzen, when considering and
negotiating the proposed business combination, addressed Roadzen's pending NAC and
GIM negotiations. We note Vahanna reviewed business data between January 18, 2022
and March 20, 2022; and, given the business combination is conditioned on completion of
the transactions, it appears the parties considered the NAC and GIM acquisitions as
material to the business combination. We also note the statement that prior to the IPO,
neither Vahanna, nor anyone on its behalf, contacted any prospective business. Please
revise to clarify the nature and extent of the discussions regarding Roadzen's capital
raising efforts beginning on November 10, 2021 after Mr. Adhikari introduced Mr.
Ramgopal to Roadzen. In this regard, it is unclear whether Vahanna was viewed as a
source for Roadzen's capital raising efforts. Additionally, as previously requested, please
describe how and why the initial proposed terms of the transaction were revised over time.
For example, on page 200 you state that between March 22, 2022 and April 29, 2022, the
parties continued to negotiate closing conditions "regarding minimum cash, PIPE and
alternative financing arrangements, transaction expense caps," etc. However, you do not
identify the amounts and terms of these items or explain whether and how they were
amended in the fall of 2022 "via [the] proposed definitive documents" referenced on page
203.
Interests of Roadzen Directors and Executive Officers in the Merger , page 215
10.We note your response to comment 33 and reissue in part. Please quantify the aggregate
dollar amount and describe the nature 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.

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 June 6, 2023 Page 4
 FirstName LastName
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
June 6, 2023
Page 4
Vahanna Tech Edge Acquisition Corp. Financial Statements
Note 2 - Revision of Previously Issued Financial Statements, page F-11
11.Please expand your disclosures to explain in more detail the nature of, and underlying
reasons for, the revisions made to the December 31, 2021 financial statements, including a
discussion of how the adjustments were determined and the accounting guidance relied
upon to support these revisions.
Global Insurance Management Ltd Financial Statements
Note 15. Other income (expense) net, page F-112
12.We note your response to comment 36 and your revised disclosure on page F-112.  Please
further enhance your disclosure to explain your accounting policies for writing back
payable balances and writing off trade receivables accompanied by an enhanced
discussion of the underlying reasons for the write back of trade payable balances and the
write off of trade receivable balances during the years ended December 31, 2022 and
2021.
General
13.We note your response to comment 39 and reissue. Please clarify whether or not the
sponsor itself has any ownership interest in the target and, if so, please disclose the
amount and the approximate dollar value of the interest based on the transaction value and
recent trading prices as compared to the price paid.
14.We note your response to comments 42 and 43 and the statement that the company will
include appropriate disclosure in subsequent amendments "if the parties enter into any
definitive agreements." Please reconcile with statements that you "assume" consummation
of a private placement for $54.7 million. On what basis is this specific dollar amount for a
PIPE provided and assumed?
            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
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

United States securities and exchange commission logo
May 31, 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.
Preliminary Revised Proxy Statement on Schedule 14A
Filed May 22, 2023
File No. 001-41094
Dear Karan Puri:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
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CORRESP

 May 9, 2023

 VIA EDGAR

 Robert Arzonetti

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Finance

100 F Street, NE

 Washington, D.C. 20549-3561

Re:
 Vahanna Tech Edge Acquisition I Corp.

Registration Statement on Form S-4

Filed February 13, 2023

File 333-269747

Dear Mr. Arzonetti:

 On behalf of Vahanna
Tech Edge Acquisition I Corp. (the “Company”), please find responses to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in the Staff’s letter dated March 16, 2023 (the
“Comment Letter”) with regard to the Registration Statement on Form S-4 (File No. 333-269747) filed by the Company on February 14, 2023 (the
“Registration Statement”). The responses are based on information provided to us by the Company. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Registration Statement.

Set forth below in italics are the comments contained in the Comment Letter. Immediately below each of the Staff’s comments is the
Company’s response to such comment. For the convenience of the Staff’s review, each of the numbered paragraphs below correspond to the numbered comment in the Comment Letter.

The Company is concurrently providing to the Commission Amendment No. 1 to the Registration Statement, as filed on EDGAR on the date
hereof (“Amendment No. 1”).

 Questions and Answers

How do Redemption 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure on
pages xvi, xviii and 17 accordingly.

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.

 May 9, 2023

  Page
 2

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that it has revised the disclosure on pages xvii and xviii accordingly.

 Information about the Parties to the Business Combination, page 1

3.
 Please revise to disclose the fiscal year-end for New Roadzen
post-merger for financial reporting purposes.

 Response: The Company acknowledges the Staff’s comment,
confirms that the fiscal year end for New Roadzen post-merger for financial reporting purposes will be March 31st and has revised the disclosure on page 2 accordingly.

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.

 Response: The Company acknowledges the Staff’s comment
and respectfully advises the Staff that the Company has revised pages 2 and 3 accordingly.

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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised page 5
accordingly.

 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.

 Response: The Company acknowledges the Staff’s comment and has revised the diagrams on pages 14 and 16
accordingly.

 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.

 - 2 -

 May 9, 2023

  Page
 3

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that it has revised page 35 to clarify that Roadzen had one customer (an automotive insurance provider) that represented approximately 25% and 10%, respectively, of total revenue for the fiscal year ended March 31, 2022 and the nine
months ended December 31, 2022. The Company has also revised page 35 to clarify that Roadzen does not anticipate the insurer representing a material portion of its revenue for the fiscal year ended March 31, 2023, nor on a consolidated
basis after it acquires GIM and NAC. Accordingly, Roadzen has not filed the contract with the insurer as an exhibit. However, the Company respectfully advises the Staff that Roadzen has included disclosure of the material terms of the arrangement on
page 155.

 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company has revised pages 87
and 88 accordingly.

 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 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the pro forma
combined financial information on pages 109 through 111 accordingly.

 - 3 -

 May 9, 2023

  Page
 4

 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.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has revised the disclosure
throughout Amendment No. 1 to clarify that the discussion of the PIPE Investment is prospective and that, because no PIPE Investment has been committed by investors, the actual PIPE Investment amount may be more or less than the revised
targeted amount of $54.7 million. Revised disclosure may be found on pages iv, xvi, 17, 106 and 113.

 The Company will include
appropriate disclosure regarding PIPE Investments in subsequent amendments to the Registration Statement if the parties enter into any definitive agreements, and any such additional disclosure will describe any investor relationships with the
Company, the Sponsor, or Roadzen, Inc. and their respective directors (or the participation thereof in the PIPE Investment), officers and affiliates, the material terms of the PIPE Investment, and any material differences in terms and pricing as
compared to the securities offered in connection with the Company’s IPO. In addition, the sensitivity tables will be updated when the final PIPE Investments have been determined.

11.
 Please revise your disclosure describing the acquisition of GIM to include the US dollar equivalent of the
total purchase price.

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure on pages 106, 144 and 171 accordingly.

 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.

Response: The Company acknowledges the Staff’s comment and has revised the Basis of Pro Forma Presentation section beginning on
page 107 as per SEC Release No. 33-10786.

 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 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.

 Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it has
revised adjustment F on page 113 accordingly. Accounts Receivables, net are short-term, non-interest bearing, and have low credit risk. Accordingly, the Company has not reflected any fair value adjustments
because it does not foresee any credit risk and loss in fair value on acquisition of these receivables.

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.

 - 4 -

 May 9, 2023

  Page
 5

 Response: The Company acknowledges the Staff’s comment and respectfully advises
the Staff that it has revised the disclosure on page 113 accordingly.

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.

 Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised the disclosure on page 113 accordingly

 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.

 Response: The Company acknowledges the Staff’s comment and has revised the disclosures on pages 144 through
146 and pages 171 and 172 accordingly.

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.

•

 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.

 - 5 -

 May 9, 2023

  Page
 6

 Response: The Company acknowledges the Staff’s comment and has revised the
disclosure to clarify the business intended to be conducted after the deSPAC transaction, including the type of end customers who use the combin

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.
 March 16, 2023 Page 2
 FirstName LastNameKaran Puri
Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
Page 2
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

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 March 16, 2023 Page 3
 FirstName LastNameKaran Puri
Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
Page 3
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

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 March 16, 2023 Page 4
 FirstName LastNameKaran Puri
Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
Page 4
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.

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 March 16, 2023 Page 5
 FirstName LastNameKaran Puri
Vahanna Tech Edge Acquisition I Corp.
March 16, 2023
Page 5
•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

CORRESP
1
filename1.htm

CORRESP

 November 18, 2021

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-6010

 Attention: Janice Adeloye

Re:
 Vahanna Tech Edge Acquisition Corp. I

 Registration Statement on Form S-1 (File No. 333-260748)

 Request for Acceleration of Effective Date

Dear Ladies and Gentlemen:

 In connection with the proposed
offering of the securities under the above-captioned Registration Statement on Form S-1 (the “Registration Statement”), we wish to advise you that we, as representative of the underwriters, hereby
join with Vahanna Tech Edge Acquisition Corp. I’s request that the effective date of the Registration Statement be accelerated so that the same will become effective on November 22, 2021 at 4:00 p.m. Eastern Time, or as soon as practicable
thereafter.

 Pursuant to Rule 460 under the Securities Act of 1933, please be advised that, as representative of the underwriters, we have distributed
approximately 150 copies of the preliminary prospectus, dated November 3, 2021, through the date hereof.

 We, the undersigned, as representative of
the several underwriters, will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

Sincerely,

 MIZUHO SECURITIES USA LLC

As representative of the Underwriters

MIZUHO SECURITIES USA LLC

By:

 /s/ Andy Laszlo

Name: Andy Laszlo

Title:  Managing Director

 [Signature Page to UW Acceleration Request]

CORRESP
1
filename1.htm

CORRESP

 Vahanna Tech Edge Acquisition I Corp.

1230 Avenue of the Americas, 16th Floor

New York, NY 10020

November 18, 2021

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Janice Adeloye

Re:
 Vahanna Tech Edge Acquisition I Corp.

Registration Statement on Form S-1

Filed November 4, 2021, as amended

File No. 333-260748

Dear Ms. Adeloye:

 Pursuant to Rule 461 of
the rules and regulations promulgated under the Securities Act of 1933, as amended, Vahanna Tech Edge Acquisition I Corp. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it
to become effective at 4:00 p.m. Washington D.C. time on November 22, 2021, or as soon thereafter as practicable.

 Please call David A.
Sakowitz of Winston & Strawn LLP at (212) 294-2639 to provide notice of the effectiveness of the Registration Statement.

[Signature Page Follows]

Very truly yours,

Vahanna Tech Edge Acquisition I Corp.

By:

 /s/ Karan Puri

Name:

Karan Puri

Title:

Chief Financial Officer

 cc:    David A Sakowitz, Winston & Strawn LLP

CORRESP
1
filename1.htm

CORRESP

 November 3, 2021

BY EDGAR

 Howard Efron

Wilson Lee

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Real Estate &
Construction

 100 F Street, NE

 Washington, DC 20549

Re:          Vahanna Tech Edge Acquisition I Corp. Amendment No. 1 to Draft Registration Statement on
Form S-1

 Submitted on June 30, 2021

CIK No. 0001868640

 Ladies and
Gentlemen:

 On behalf of our client, Vahanna Tech Edge Acquisition I Corp. (the “Company”), we are writing to submit the
Company’s response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated
July 21, 2021, relating to the Company’s Amendment No. 1 to Draft Registration Statement on Form S-1 submitted via EDGAR on June 30, 2021.

The Company is concurrently filing via EDGAR the Form S-1 (the “Form S-1”), which reflects the Company’s response to the comments received by the Staff and certain updated information.

We have set forth below the comments in the Staff’s letter, in bold, and the Company’s responses thereto.

Capitalization, page 89

1.
 We note that you are offering 20,000,000 Class A shares as part of your initial public offering of
units, but footnote 3 suggests you will show less than all Class A ordinary shares subject to possible redemption in your Capitalization table. Please tell us how you considered the guidance in ASC 480-10-S99-3A, which requires securities that are redeemable for cash or other assets to be classified outside of permanent equity if they are redeemable (1) at a
fixed or determinable price on a fixed or determinable date, (2) at the option of the holder, or (3) upon the occurrence of an event that is not solely within the control of the holder, in concluding that all 20,000,000 Class A shares
were not required to be presented outside of permanent equity and part of shares subject to possible redemption.

 November 3, 2021

Page 2

 Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised
its disclosure in the Form S-1 to reflect the classification of all of the Class A shares as temporary equity.

* * * * * * *

 If you have any
questions, please feel free to contact me at (212) 294-2639. Thank you for your cooperation and prompt attention to this matter.

Sincerely,

/s/ David A. Sakowitz

David A. Sakowitz

cc:
 Karan Puri, Chief Executive Officer, Vahanna Tech Edge Acquisition I Corp.

United States securities and exchange commission logo
July 21, 2021
Karan Puri
Chief Executive Officer
Vahanna Tech Edge Acquisition I Corp.
144 East 44th Street, 8th Floor
New York, NY 10017
Re:Vahanna Tech Edge Acquisition I Corp.
Amendment No 1 to Draft Registration Statement on Form S-1
Submitted on June 30, 2021
CIK No. 0001868640
Dear Mr. Puri:
            We have conducted a limited review of your draft registration statement.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this comment and your filed
registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 filed on June 24, 2021
Capitalization , page 89
1.We note that you are offering 20,000,000 Class A shares as part of your initial public
offering of units, but footnote 3 suggests you will show less than all Class A ordinary
shares subject to possible redemption in your Capitalization table. Please tell us how you
considered the guidance in ASC 480-10-S99-3A, which requires securities that are
redeemable for cash or other assets to be classified outside of permanent equity if they are
redeemable (1) at a fixed or determinable price on a fixed or determinable date, (2) at the
option of the holder, or (3) upon the occurrence of an event that is not solely within the
control of the holder, in concluding that all 20,000,000 Class A shares were not required
to be presented outside of permanent equity and part of shares subject to possible
redemption.

 FirstName LastNameKaran Puri
 Comapany NameVahanna Tech Edge Acquisition I Corp.
 July 21, 2021 Page 2
 FirstName LastName
Karan Puri
Vahanna Tech Edge Acquisition I Corp.
July 21, 2021
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            We request that you publicly file your registration statement and nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested effective date of the
registration statement. Refer to Rules 460 and 461 regarding requests for acceleration.
            You may contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Janice Adeloye at 202-551-3034 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David A. Sakowitz