VHNAU Vahanna Tech Edge Acquisition I Corporation

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 01, 2024

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virgin Islands, British			001-41094	98-1600102
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
111 ANZA BLVD SUITE 109
BURLINGAME, California				94010
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (347) 745-6448

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share		RDZN		The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share		RDZNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On July 1, 2024, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for fiscal year 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press release issued on July 1, 2024

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ROADZEN INC.
Date:	July 1, 2024	By:	/s/ Jean-Noël Gallardo
			Name: Jean-Noël Gallardo Title: Chief Financial Officer

 

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EX-99.1

 

Roadzen Reports Record Revenue Growth in its First Fiscal Year as a Public Company

 

 

NEW YORK, July 1, 2024 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) ("Roadzen" or the "Company”), a global leader in AI at the convergence of insurance and mobility, today announced its results for the twelve-months ended March 31, 2024.

"Roadzen had a remarkable year, achieving substantial revenue growth, maintaining our trajectory towards profitability, and significantly expanding our presence in the U.S. and U.K. markets, along with continued strong growth in India," commented Rohan Malhotra, CEO and Founder of Roadzen. "Our advanced technology group and AI research lab now support a robust global client base and infrastructure, including 101 large enterprise clients, such as leading insurers, automakers, and large fleets, in addition to approximately 3,200 small and medium businesses, including agents, brokers, dealerships, and smaller fleets. Looking ahead, we anticipate continued momentum and establishing Roadzen as a leader in vertical AI for auto insurance within the public markets, leveraging the strong foundation we've built over the past year."

Jean-Noël Gallardo, Roadzen’s CFO commented, “In preparation for 2024 year-end, we focused on simplifying and streamlining the organizational structure and internal financial reporting protocols to ready the Company for scale and another breakout year in 2025. We also focused on streamlining operations and eliminating redundancies. This allowed us to rationalize small subsidiaries that no longer align with our strategy, yielding a 7% reduction in headcount and the closure of under-performing assets.”

 

Fiscal Year Highlights

Revenue and Key Performance Indicators

 

Expenses and Net Results

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Balance Sheet

 

Russell Indexes

 

 

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About Roadzen Inc.

Roadzen Inc. (Nasdaq: RDZN) is a global technology company transforming auto insurance using advanced artificial intelligence (AI). Thousands of clients, from the world’s leading insurers, carmakers, and fleets to dealerships and auto insurance agents, use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s pioneering work in telematics, generative AI, and computer vision has earned recognition as a top AI innovator by publications such as Forbes, Fortune, and Financial Express. Roadzen’s mission is to continue advancing AI research at the intersection of mobility and insurance, ushering in a world where accidents are prevented, premiums are fair, and claims are processed within minutes, not weeks. Headquartered in Burlingame, California, the Company has 380+ employees across its global offices in the U.S., India, U.K. and France. To learn more, please visit www.roadzen.ai.

 

Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “pipeline,” “leads,” “estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, statements regarding our strategy, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the definitive proxy statement/prospectus we filed with the SEC on August 14, 2023. We urge you to consider these factors, risks and uncertainties carefully in evaluating the forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

 

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Roadzen Inc.

Consolidated Balance Sheets

(in US$, except per share data and share count)

Particulars		As of March 31, 2024			As of March 31, 2023
Assets
Current assets:
Cash and cash equivalents			11,186,095			589,340
Accounts receivable, net			3,652,380			1,535,985
Inventories			70,667			59,897
Prepayments and other current assets			34,426,335			3,181,936
Investments			507,094			-
Total current assets			49,842,571			5,367,158
Restricted cash			378,993			542,490
Non marketable securities			1,514,796			4,910,030
Property and equipment, net			454,589			232,493
Goodwill			2,061,553			996,441
Operating lease right-of-use assets			822,327			545,988
Intangible assets, net			2,989,604			2,469,158
Other long-term assets			71,913			117,484
Total assets			58,136,346			15,181,242
Liabilities, mezzanine equity and stockholders' deficit
Current liabilities
Current portion of long-term borrowings			2,228,471			2,852,528
Short-term borrowings			15,754,829			4,875,801
Due to insurer			8,918,849			—
Accounts payable and accrued expenses			29,573,638			6,241,066
Derivative warrant liabilities			5,585,955			—
Short-term operating lease liabilities			358,802			208,697
Other current liabilities			3,231,962			2,503,893
Total current liabilities			65,652,506			16,681,985
Long-term borrowings			1,472,933			653,269
Long-term operating lease liabilities			268,856			360,306
Other long-term liabilities			1,241,917			294,301
Total liabilities			68,636,212			17,989,861
Commitments and contingencies (refer note 26)
Mezzanine equity
None authorized or issued as of March 31, 2024; Series A and A1 preferred stock and additional paid in capital, $0.0001 par value per share, 81,635,738 shares authorized (Series A 5,442,383 and Series A1 76,193,356); 39,868,173 shares issued and outstanding as on March 31, 2023.			—			48,274,279
Shareholders' deficit
Preference shares, $0.0001 par value per share, 60,000,000 shares authorized and none issued as of March 31, 2024 and none authorized or issued as of March 31, 2023			—			—
Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of March 31 2024 and $0.0001 par value per share, 108,840,000 shares authorized as of March 31, 2023; 68,440,829 shares and 16,501,984 shares issued and outstanding as of March 31, 2024 and March 31, 2023 respectively			84,974,378			303,213
Accumulated deficit			(151,008,419	)		(51,448,299	)
Accumulated other comprehensive income/(loss)			(600,501	)		(66,903	)
Other components of equity			56,560,706			366,786
Total shareholders’ deficit			(10,073,836	)		(50,845,203	)
Non-controlling interest			(426,030	)		(237,695	)
Total deficit			(10,499,866	)		(51,082,898	)
Total liabilities, Mezzanine equity and Shareholders’ deficit, Non-controlling interest			58,136,346			15,181,242

 

 

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Roadzen Inc.

Consolidated Statements of Operations

(in US$, except per share data and share count)

		For the year ended March 31,
Particulars		2024			2023
Revenue			46,724,287			13,560,498
Costs and expenses:
Cost of services			18,132,757			5,413,686
Research and development			4,973,816			2,670,333
Sales and marketing			33,195,608			10,736,173
General and administrative			65,895,085			4,648,242
Depreciation and amortization			2,185,858			1,624,208
Total costs and expenses			124,383,124			25,092,642
Loss from operations			(77,658,837	)		(11,532,144	)
Interest income/(expense)			(2,291,123	)		(776,023	)
Fair value gains/(losses) in financial instruments carried at fair value			(19,475,005	)		(1,009,374	)
Gain on deconsolidation of subsidiaries			2,098,745			-
Impairment of goodwill and intangibles with definite life			-			(919,517	)
Impairment of investment			(3,395,234	)		-
Other income/(expense) net			838,728			(6,358	)
Total other income/(expense)			(22,223,889	)		(2,711,272	)
(Loss)/Income before income tax expense			(99,882,726	)		(14,243,416	)
Less: income tax (benefit)/expense			(23,648	)		(42,265	)
Net (loss)/income before non-controlling interest			(99,859,078	)		(14,201,151	)
Net loss attributable to non-controlling interest, net of tax			(189,743	)		(176,883	)
Net (loss)/income attributable to Roadzen Inc.			(99,669,335	)		(14,024,268	)
Net (loss)/income attributable to Roadzen Inc. ordinary shareholders			(99,669,335	)		(14,024,268	)
Basic and diluted			(2.26	)		(0.86	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to Roadzen Inc. ordinary shareholders			44,032,410			16,501,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Roadzen Inc.

Consolidated Statements of Cash Flow

(in US$)

		For the year ended March 31,
Particulars		2024			2023
Cash flows from operating activities
Net loss including non controlling interest			(99,859,078	)		(14,201,151	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			2,185,858			1,624,208
Stock based compensation			56,303,135			-
Deferred income taxes			(86,020	)		(131,378	)
Unrealised foreign exchange loss/(profit)			(459,190	)		9,184
Fair value losses in financial instruments carried at fair value			19,475,005			1,009,374
Gain on deconsolidation of subsidiaries			(2,098,745	)		-
Gain on fair valuation of investments			(1,812	)		-
Impairment of investment			3,395,234			-
Gain on sale of property and equipment			-			(625	)
Expected credit loss (net of reversal)			293,853			-
Provision on doubtful advances and receivables			4,877,222			-
Lease equalisation reserve			-			(9,675	)
Impairment loss			-			919,517
Balances written off/(back)			(51,513	)		7,164
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Inventories			(11,688	)		(9,352	)
Income taxes, net			(64,243	)		(55,766	)
Accounts receivables, net			5,865,550			(943,470	)
Prepayments and other assets			(23,861,458	)		(529,692	)
Accounts payable and accrued expenses and other current liabilities			19,344,448			4,193,439
Other liabilities			(674,090	)		571,519
Net cash used in operating activities			(15,427,532	)		(7,546,704	)
Cash flows from investing activities
Purchase of property and equipment, intangible assets and goodwill			(455,924	)		(842,045	)
Proceeds from sale of property, plant and equipment			-			686
Acquisition of businesses			(5,749,200	)		-
Investment in mutual funds			(500,000	)		-
Net cash used in investing activities			(6,705,124	)		(841,359	)
Cash flows from financing activities
Proceeds from business combination			26,824			-
Proceeds from issue of preferred stock			6,079,409			458,000
Proceeds from exercise of preferred share warrants			-			9,996
Proceeds from long-term borrowings			2,438,014			4,107,029
Repayments of long-term borrowings			(11,684	)		(612,645	)
Net proceeds/(payments) from short-term borrowings			13,039,186			4,398,343
Net cash generated from financing activities			21,571,749			8,360,723
Effect of exchange rate changes on cash and cash equivalents			(244,444	)		72,752
Net (decrease)/increase in cash and cash equivalents (including restricted cash)			(805,351	)		45,412
Cash acquired in business combination			11,238,609			-
Cash and cash equivalents at the beginning of the period (including restricted cash)			1,131,830			1,086,418
Cash and cash equivalents at the end of the period (including restricted cash)			11,565,088			1,131,830
Reconciliation of cash and cash equivalents
Cash and cash equivalents			11,186,095			589,340
Restricted cash			378,993			542,490
Total cash and cash equivalents			11,565,088			1,131,830
Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized			623,525			457,177
Cash paid for income taxes, net of refunds			-			141,228
Non-cash investing and financing activities
Exercise of warrant for issuance of convertible preferred stock			-			103,159
Convertible preferred stock issued on conversion of convertible notes			-			24,006,892
Consideration payable in connection with acquisitions			488,000			243,036
Interest accrued on borrowings			451,323			257,188

 

 

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Non-GAAP Financial Measures

This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”), is a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact of non- cash depreciation and amortization and certain other items to help clarify sustainability and trends affecting the business. For comparability of reporting, management considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business performance. Adjusted EBITDA should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. In addition, Adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity.

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non- GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.

The following table reconciles our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA:

	For the year ended March 31,
Particulars	2024			2023
Net loss		(99,859,078	)		(14,201,151	)
Adjusted for:
Other (income)/expense net		(838,728	)		6,358
Interest (income)/expense		2,291,123			776,023
Fair value changes in financial instruments carried at fair value(1)		19,475,005			1,009,374
Gain on deconsolidation of subsidiaries		(2,098,745	)		-
Impairment of goodwill and intangibles with definite life		-			919,517
Impairment of investment		3,395,234			-
Tax (benefit)/expense		(23,648	)		(42,265	)
Depreciation and amortization		2,185,858			1,624,208
Stock based compensation expense		56,303,135			-
Non-cash expenses		1,048,464			-
Non-recurring expenses		7,685,859			-
Adjusted EBITDA		(10,435,521	)		(9,907,936	)

 

 

For more information, please contact:

Investor Contacts: IR@roadzen.ai

Media Contacts:
Roadzen: Sanya Soni sanya@roadzen.ai or media@roadzen.ai

Gutenberg: roadzen@thegutenberg.com

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v3.24.2

Document And Entity Information	Jul. 01, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 01, 2024
Entity Registrant Name	ROADZEN INC.
Entity Central Index Key	0001868640
Entity Emerging Growth Company	true
Entity File Number	001-41094
Entity Incorporation, State or Country Code	D8
Entity Tax Identification Number	98-1600102
Entity Address, Address Line One	111 ANZA BLVD
Entity Address, Address Line Two	SUITE 109
Entity Address, City or Town	BURLINGAME
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94010
City Area Code	(347)
Local Phone Number	745-6448
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	RDZN
Security Exchange Name	NASDAQ
Warrants, Each Warrant Exercisable for One Ordinary Share, Each at An Exercise Price of $11.50 per Share [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	RDZNW
Security Exchange Name	NASDAQ

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