Roadzen (RDZN) - 2021 Q4 - Annual Report

Part I Business 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] 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][35] - 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][55] - The company is classified as an "emerging growth company" and a "smaller reporting company," allowing for reduced disclosure obligations[60][62] Risk Factors 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][73] - 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] - 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][121] - 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][254] - 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][235] - 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] Unresolved Staff Comments 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] Properties 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][256] Legal Proceedings 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] Mine Safety Disclosures This item is not applicable to the company's operations - Mine safety disclosures are not applicable[258] Part II Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 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] - On November 29, 2021, the company consummated its Public Offering of 20,010,000 units at $10.00 per unit[263] - A total of $204,102,000, comprising proceeds from the IPO and Private Placement Warrants, was placed in the Trust Account[265] Reserved This item is intentionally left blank Management's Discussion and Analysis of Financial Condition and Results of Operations 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][269] 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][330] - 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][281] Quantitative and Qualitative Disclosures About Market Risk 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] Financial Statements and Supplementary Data 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] 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 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] Controls and Procedures 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] - A report on internal control over financial reporting is not included, as permitted for newly public companies[385] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[386] Other Information There is no other information to report for this item - None[387] Disclosure Regarding Foreign Jurisdictions That Prevent Inspections This item is not applicable to the company - Not applicable[388] Part III Directors, Executive Officers and Corporate Governance 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] - The board of directors has five members, with Diane B. Glossman, Abha Kumar, and Rangarajan Sundaram considered independent directors[409][412] - An Audit Committee and a Compensation Committee have been established, each composed of the three independent directors[413][414][415] - A Code of Ethics has been adopted for all directors, officers, and employees[425] Executive Compensation 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] - The company pays its sponsor $20,000 per month for office space, administrative, and support services[429] - The sponsor, officers, and directors are reimbursed for out-of-pocket expenses incurred in connection with company activities[429] Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 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 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][437] - 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] - 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] - 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] Principal Accountant Fees and Services 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] Part IV Exhibits and Financial Statement Schedules 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][455][457]