Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41094 VAHANNA TECH EDGE ACQUISITION I CORP. (Exact name of registrant as specified in its charter) Not Applicabl ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) Vahanna Tech Edge Acquisition I Corp. is a blank check company (SPAC) established to effect a business combination, targeting technology firms with Indian ties - The company is a blank check company formed to effect a business combination and is defined as a "shell company" under the Exchange Act[24](index=24&type=chunk) Initial Public Offering and Trust Account Details | Metric | Amount (USD) | | :--- | :--- | | IPO Date | November 26, 2021 | | Units Offered | 20,010,000 | | Price per Unit | $10.00 | | Gross Proceeds from IPO | $200,100,000 | | Private Placement Warrants Proceeds | $8,638,500 | | Amount Placed in Trust Account | $204,102,000 | | Cash Held Outside Trust (as of Dec 31, 2021) | $935,802 | - The company intends to focus its search on technology companies with a strong connection to India and an enterprise value ranging from **$750 million to over $1.0 billion**, including IT services, SaaS, and Fintech[33](index=33&type=chunk)[35](index=35&type=chunk) - The company must complete its initial business combination within **15 months** (extendable to **21 months**) from IPO closing, or face liquidation and redemption of public shares[53](index=53&type=chunk)[55](index=55&type=chunk) - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing for reduced disclosure obligations[60](index=60&type=chunk)[62](index=62&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks as a SPAC, including the challenge of completing a business combination within the timeframe, conflicts of interest, and potential adverse financial and regulatory outcomes - There is a risk of failing to complete an initial business combination within the prescribed **15-month period** (extendable to **21 months**), leading to liquidation of the Trust Account[71](index=71&type=chunk)[73](index=73&type=chunk) - The search for a business combination may be materially adversely affected by the COVID-19 outbreak, geopolitical conflicts, and market volatility, potentially impacting financing[70](index=70&type=chunk) - Significant conflicts of interest exist as the sponsor, officers, and directors will lose their entire investment if a business combination is not completed, potentially influencing their decision-making[119](index=119&type=chunk)[121](index=121&type=chunk) - The independent auditor has expressed substantial doubt about the company's ability to continue as a **going concern** due to mandatory liquidation if a business combination is not consummated[163](index=163&type=chunk)[254](index=254&type=chunk) - As a British Virgin Islands company, shareholders may have less protection and face difficulties enforcing U.S. federal securities laws or judgments compared to a U.S. incorporated company[150](index=150&type=chunk)[235](index=235&type=chunk) - The company may be classified as a Passive Foreign Investment Company (PFIC), potentially resulting in adverse U.S. federal income tax consequences for U.S. investors[247](index=247&type=chunk) [Unresolved Staff Comments](index=45&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - As of the report date, there are no unresolved staff comments[255](index=255&type=chunk) [Properties](index=45&type=section&id=Item%202.%20Properties) The company's executive offices are located in New York, NY, provided by the sponsor under a monthly administrative services agreement - The company maintains its executive offices in New York, NY, with costs included in a **$20,000 per month** fee paid to the sponsor for administrative services[57](index=57&type=chunk)[256](index=256&type=chunk) [Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) As of December 31, 2021, no material litigation, arbitration, or governmental proceedings were pending against the company or its management - To management's knowledge, no material litigation, arbitration, or governmental proceeding was pending against the company as of December 31, 2021[257](index=257&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - Mine safety disclosures are not applicable[258](index=258&type=chunk) Part II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=45&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A ordinary shares, and warrants are listed on the Nasdaq Global Market, with **$204.1 million** from the public offering placed in a trust account - The company's securities (units, Class A ordinary shares, and warrants) are listed on the Nasdaq Global Market under the symbols **VHNAU, VHNA, and VHNAW**[260](index=260&type=chunk) - On November 29, 2021, the company consummated its Public Offering of **20,010,000 units** at **$10.00 per unit**[263](index=263&type=chunk) - A total of **$204,102,000**, comprising proceeds from the IPO and Private Placement Warrants, was placed in the Trust Account[265](index=265&type=chunk) [Reserved](index=46&type=section&id=Item%206.%20%5BReserved%5D) This item is intentionally left blank [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company, a blank check entity, reported a net loss of **$215,218** and faces substantial doubt about its going concern ability due to the business combination deadline and contractual obligations - The company is a blank check company with no operations or revenues to date, with activities limited to organizational tasks and IPO preparation[267](index=267&type=chunk)[269](index=269&type=chunk) Financial Highlights (Inception to Dec 31, 2021) | Metric | Amount (USD) | | :--- | :--- | | Net Loss | $215,218 | | Cash (outside trust) | $935,802 | - Management has determined substantial doubt about the company's ability to continue as a **going concern** due to the risk of mandatory liquidation if a business combination is not completed within the required timeframe[278](index=278&type=chunk)[330](index=330&type=chunk) - The company has a contractual obligation to pay its sponsor a monthly fee of **$20,000** for administrative support and owes a deferred underwriting fee of **$6,525,000**, contingent on business combination completion[280](index=280&type=chunk)[281](index=281&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=48&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," the company is not required to provide information for this item - The company is not required to provide this information as it qualifies as a "smaller reporting company"[288](index=288&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited financial statements for the period from inception to December 31, 2021, with the auditor expressing substantial doubt about the company's going concern ability - The Independent Registered Public Accounting Firm's report by Marcum LLP highlights substantial doubt about the company's ability to continue as a **going concern** due to the mandatory liquidation clause[295](index=295&type=chunk) Balance Sheet Summary as of December 31, 2021 | Account | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash | $935,802 | | Investments held in Trust Account | $204,113,336 | | **Total Assets** | **$205,385,429** | | **Liabilities & Shareholders' Deficit** | | | Total Liabilities (incl. $6.5M deferred underwriting fee) | $7,003,039 | | Class A ordinary shares subject to possible redemption | $204,102,000 | | **Total Shareholders' Deficit** | **($5,749,610)** | Statement of Operations Summary (Inception to Dec 31, 2021) | Account | Amount (USD) | | :--- | :--- | | Formation and operating costs | $226,554 | | Unrealized gain on investments held in Trust Account | $11,336 | | **Net Loss** | **($215,218)** | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=65&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants regarding accounting principles, financial disclosure, or auditing scope - There were no disagreements with accountants on accounting and financial disclosure[383](index=383&type=chunk) [Controls and Procedures](index=65&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective as of December 31, 2021, with no material changes to internal controls during the recent fiscal quarter - The company's disclosure controls and procedures were deemed effective as of December 31, 2021[383](index=383&type=chunk) - A report on internal control over financial reporting is not included, as permitted for newly public companies[385](index=385&type=chunk) - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[386](index=386&type=chunk) [Other Information](index=65&type=section&id=Item%209B.%20Other%20Information) There is no other information to report for this item - None[387](index=387&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=65&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[388](index=388&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=66&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes a five-member board with three independent directors, and has established an Audit Committee, Compensation Committee, and a Code of Ethics - The executive team consists of **Karan Puri** (CEO), **Saurav Adhikari** (Chairman), and **Raahim Don** (CFO)[391](index=391&type=chunk) - The board of directors has five members, with **Diane B. Glossman, Abha Kumar, and Rangarajan Sundaram** considered independent directors[409](index=409&type=chunk)[412](index=412&type=chunk) - An Audit Committee and a Compensation Committee have been established, each composed of the three independent directors[413](index=413&type=chunk)[414](index=414&type=chunk)[415](index=415&type=chunk) - A Code of Ethics has been adopted for all directors, officers, and employees[425](index=425&type=chunk) [Executive Compensation](index=71&type=section&id=Item%2011.%20Executive%20Compensation) No cash compensation has been paid to executive officers or directors, though the company pays its sponsor **$20,000 per month** for administrative services and reimburses out-of-pocket expenses - No cash compensation has been paid to executive officers or directors for services rendered[429](index=429&type=chunk) - The company pays its sponsor **$20,000 per month** for office space, administrative, and support services[429](index=429&type=chunk) - The sponsor, officers, and directors are reimbursed for out-of-pocket expenses incurred in connection with company activities[429](index=429&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=71&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) This section details beneficial ownership of ordinary shares as of March 31, 2022, with the sponsor, Vahanna LLC, holding **19.4%** and other significant institutional investors holding over **5%** Beneficial Ownership of Ordinary Shares (as of March 31, 2022) | Beneficial Owner | Percentage of Outstanding Shares | | :--- | :--- | | Vahanna LLC (Sponsor) | 19.4% | | Highbridge Capital Management, LLC | 6.3% | | Saba Capital Management, L.P. | 6.6% | | Calamos Market Neutral Income Fund | 5.0% | | All officers and directors as a group | 0% (indirectly through sponsor) | [Certain Relationships and Related Transactions, and Director Independence](index=72&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has related party transactions primarily with its sponsor, Vahanna LLC, including administrative service fees, potential working capital loans, and registration rights for certain securities - The sponsor, Vahanna LLC, purchased **4,852,500 Founder Shares** and **8,638,500 Private Placement Warrants**[436](index=436&type=chunk)[437](index=437&type=chunk) - An Amended and Restated Administrative Services Agreement requires the company to pay the sponsor **$20,000 per month** for office space and support services[439](index=439&type=chunk) - The sponsor or its affiliates may provide up to **$1,500,000** in working capital loans, which can be converted into warrants at **$1.00 per warrant** upon a business combination[443](index=443&type=chunk) - Holders of Founder Shares and Private Placement Warrants are entitled to registration rights, allowing them to sell their securities on the public market after applicable lock-up periods expire[445](index=445&type=chunk) [Principal Accountant Fees and Services](index=74&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section summarizes **$145,179** in audit fees paid to Marcum LLP for the period from inception through December 31, 2021, with all services pre-approved by the audit committee Accountant Fees (Inception to Dec 31, 2021) | Service Category | Amount (USD) | | :--- | :--- | | Audit Fees | $145,179 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The audit committee has a policy to pre-approve all auditing and permitted non-audit services provided by the independent auditors[452](index=452&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=74&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section provides an index of all exhibits filed with the Form 10-K, including key corporate governance and financing agreements, with financial statement schedules omitted - This section provides an index of all exhibits filed with the Form 10-K, including key corporate governance and financing agreements[454](index=454&type=chunk)[455](index=455&type=chunk)[457](index=457&type=chunk)