お知らせ • Sep 22
RoadZen, lnc. acquired Vahanna Tech Edge Acquisition I Corp. (NasdaqGM:VHNA) from a group of shareholders in a reverse merger transaction.
RoadZen, lnc. entered into a letter of intent to acquire Vahanna Tech Edge Acquisition I Corp. (NasdaqGM:VHNA) from a group of shareholders in a reverse merger transaction on April 29, 2022. RoadZen, lnc. entered into a definitive merger agreement to acquire Vahanna Tech Edge Acquisition I Corp. from a group of shareholders in a reverse merger transaction for $680 million on February 10, 2023. The proposed total merger Consideration, as defined, is equal to 68.3 million Vahanna Common Shares in the aggregate, equivalent to $683 million. All of Roadzen’s existing shareholders are rolling 100% of their equity into the combined company. Upon the closing of the transaction, and assuming none of Vahanna’s public shareholders elect to redeem their shares, existing Roadzen shareholders are expected to own 73.2% of the combined company. Upon the closing of the transaction, the combined company will operate as Roadzen Inc. and expects to be listed on Nasdaq. Rohan Malhotra will continue to lead the combined company following the closing of the transaction.The transaction will require the approval of the shareholders of both Vahanna and Roadzen, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals, any applicable waiting period under the HSR Act, the Registration Statement / Proxy Statement shall have become effective, the Vahanna Common Shares and Vahanna Public Warrants to be issued in connection with the merger and the Closing shall have been approved for listing on Nasdaq, Vahanna shall have at least $50 million of available cash at closing, a copy of the Lock-Up Agreements executed, including that the U.S. Securities and Exchange Commission completes its review of the proxy statement/prospectus relating to the transaction. The boards of directors of each of Vahanna and Roadzen have unanimously approved the transaction. As per filling on August 14, 2023, Vahanna Tech Edge Acquisition announced that the registration statement on Form S-4 containing a proxy statement/prospectus relating to the business combination filed by Vahanna with the U.S. Securities and Exchange Commission was declared effective by the SEC. As of May 24, 2023, Vahanna deposited an aggregate of $0.66 million into Vahanna’s trust account in order to extend the date by which Vahanna has to consummate a business combination from May 26, 2023 to June 23, 2023. As on June 20, 2023, Vahanna Tech Edge Acquisition extend the date by which Vahanna has to consummate a business combination from June 26, 2023 to July 26, 2023 (the “Extension”). The Extension is the second of three one-month extensions permitted under Vahanna’s governing documents. As of July 21, 2023, Vahanna Tech Edge Acquisition I Corp., its sponsor, Vahanna LLC , requested that Vahanna extend the date by which Vahanna has to consummate a business combination from July 26, 2023 to August 26, 2023. The Extension is the third of three one-month extensions permitted under Vahanna’s governing documents. In connection with such Extension, the Sponsor has notified Vahanna that it intends to cause an aggregate of $660,330 to be deposited into Vahanna’s trust account on or before July 26, 2023. The Extension provides Vahanna with additional time to complete its proposed business combination (the “Business Combination”) with Roadzen, Inc. The transaction is expected to close during the second quarter of 2023. As on August 24, 2023, shareholders of Vahanna approved the proposed business combination with Roadzen, Inc., as a result, holders of at least 12,000,000 Class A ordinary shares have elected to redeem their shares. As on August 25, 2023, Vahanna timely deposited an aggregate of $225,000 (the “Extension Payment”), representing approximately $5.38 per public share, into Vahanna’s trust account in order to extend the date by which Vahanna has to consummate a business combination from August 26, 2023 to September 26, 2023. In relation with this transaction, As on August 25, 2023, Vahanna entered into Forward Purchase Agreement with Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Meteora Strategic Capital, LLC for OTC Equity Prepaid Forward Transactions to purchase up to 5,000,000 Class A ordinary shares, par value $0.0001 per share, of Vahanna.David A. Sakowitz, Jeffrey Stern, Jason Osborn, Scott Landau and David Stauber of Winston & Strawn LLP are acting as legal counsels to Roadzen. Jai Pathak and Evan M. D’Amico of Gibson, Dunn & Crutcher LLP and DMD Advocates are acting as legal counsels to Vahanna. Pi Capital LLC are acting as financial advisors to Vahanna. Mizuho is acting as a financial advisor to Vahanna in connection with the merger and to receive a fee of $2.5 million pursuant to the terms of its financial advisory engagement letter with Vahanna. Marco Polo Securities Inc. acted as financial advisor to Vahanna and entitled to receive a $2.5 million success fee upon consummation of the merger and customary expense reimbursements. Sheumack & Co. GMA, LLC acted as financial adviser and also served as fairness opinion provider to Vahanna. Vahanna has engaged Morrow Sodali, LLC to assist in the solicitation of proxies for the Extraordinary General Meeting for a fee of $30,000. Scott Landau, Jason Osborn, David Sakowitz, David Stauber and Jeffrey Stern of Winston & Strawn LLP acted as legal advisors to RoadZen.RoadZen, lnc. acquired Vahanna Tech Edge Acquisition I Corp. (NasdaqGM:VHNA) from a group of shareholders in a reverse merger transaction on September 20, 2023.