VAHA TECH Item 1.01 Entry Into A Material Definitive Agreement.
On
Pursuant to the terms of the Merger Agreement, at the closing (the "Closing") of
the transactions contemplated thereby (the "Transactions"), a business
combination between the Company and Roadzen will be effected through the merger
of Merger Sub with and into Roadzen, with Roadzen surviving as a wholly-owned
subsidiary of the Company (the "Merger"). In connection with the Merger, the
Company will change its name to
Pursuant to the terms of the Merger Agreement, if the holders of less than
12,000,000 Class A ordinary shares of the Company ("Class A Ordinary Shares")
have validly elected to redeem such shares as of two (2) business days
immediately prior to the meeting of Company shareholders convened for the
purposes of obtaining shareholder approval of the Merger (the "Company
Shareholder Meeting"), and following (and subject to) receipt of shareholder
approval of the Domestication (as defined below) at the Company Shareholder
Meeting (the "Domestication Proposal"), at least one (1) business day prior to
the Merger, Vahanna will continue out of the
--------------------------------------------------------------------------------
currently registered by the Registrar of Corporate Affairs in the
Assuming the Domestication Proposal is approved, and the Domestication occurs pursuant to the Merger Agreement, concurrent with the consummation of the Merger:
• each share of Class A Common Stock (as converted from Class A Ordinary
Shares pursuant to the Domestication) will convert automatically, on a
one-for-one basis, into one share of common stock, par value $0.0001 per
share, of New Roadzen ("New Roadzen Common Stock");
• each share of Class B Common Stock (as converted from Class A Ordinary
Shares pursuant to the Domestication) of the Company will convert
automatically, on a one-for-one basis, into one share of New Roadzen
Common Stock;
• each private placement warrant previously sold by the Company to the
Sponsor (as defined below) in connection with its initial public offering
(the "IPO") will convert automatically, on a one-for-one basis, into an
equivalent warrant of New Roadzen to acquire one share of New Roadzen
Common Stock;
• each redeemable warrant sold as part of the units offered in the
Company's IPO (each a "Public Warrant") will convert automatically, on a
one-for-one basis, into an equivalent warrant of New Roadzen to acquire
one share of New Roadzen Common Stock; and
• each unit sold in the Company's IPO will automatically be separated into
its underlying shares of New Roadzen Common Stock and Public Warrants,
with any fractional Public Warrant being forfeited for no consideration.
Equity Conversions
Immediately prior to the Effective Time, each outstanding share of Roadzen's preferred stock (the "Existing Roadzen Preferred Stock") will convert into one share of Existing Roadzen Common Stock on a one-for-one basis (the "Preferred Conversion").
In addition, as of the Effective Time:
• each existing Roadzen restricted stock unit ("Roadzen RSU"), whether
vested or unvested, that is outstanding immediately prior to the
Effective Time, will be assumed and converted into a restricted stock
unit of New Roadzen with respect to a pro rata portion (on a
fully-diluted basis) of 68,300,000 New Roadzen Ordinary Shares based on
the number of shares of Existing Roadzen Common Stock subject to such
Roadzen RSU immediately prior to the Effective Time.
• each existing warrant representing a right to acquire Existing Roadzen
Common Stock ("Roadzen Warrant") that is outstanding immediately prior to
the Effective Time will be assumed and converted into an equivalent
warrant to acquire a pro rata portion (on a fully-diluted basis) of
68,300,000 New Roadzen Ordinary Shares based on the number of shares of
Existing Roadzen Common Stock subject to such Roadzen Warrant immediately
prior to the Effective Time.
• each equity security of Roadzen (other than Existing Roadzen Common
Stock, Existing Roadzen Preferred Stock, Roadzen Warrants and Roadzen
RSUs) ("Roadzen Additional Equity Security"), whether vested or unvested,
that is outstanding immediately prior to the Effective Time will be
assumed and converted into an equivalent security with respect to a pro
rata portion (on a fully-diluted basis) of 68,300,000 New Roadzen
Ordinary Shares based on the number of shares of Existing Roadzen Common
Stock subject to such Roadzen Additional Equity Security immediately
prior to the Effective Time.
--------------------------------------------------------------------------------
Representations and Warranties
The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) corporate organization and qualification, (b) capital structure, (c) authorization to enter into the Merger Agreement, (d) financial statements, (e) absence of undisclosed liabilities, (f) consents and governmental approvals, (g) permits (h) material contracts, (i) absence of changes, (j) litigation, (k) compliance with applicable laws, (l) employee plans, (m) environmental matters, (n) labor matters and (o) insurance. The representations and warranties of the parties do not survive the Closing.
Covenants
The Merger Agreement includes covenants of Roadzen with respect to the operation of the business prior to the consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, (a) to make appropriate filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), (b) the use of reasonable best efforts to consummate the Merger as promptly as practicable and (c) preparation and filing of a registration statement on Form S-4 relating to the Merger and containing a proxy statement of the Company (the "Registration Statement / Proxy Statement").
The Merger Agreement also contains exclusivity provisions prohibiting (a) Roadzen and its subsidiaries from initiating, soliciting, entertaining or otherwise knowingly encouraging an Acquisition Proposal (as defined in the Merger Agreement) (subject to limited exceptions specified therein) or entering into any contracts or agreements in connection therewith and (b) the Company from issuing an indication of interest, memorandum of understanding, letter of intent or other similar agreement with respect to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination other than with respect to the transactions with Roadzen contemplated by the Merger Agreement.
New Incentive Plan
In connection with the Closing, the Company will adopt the New Incentive Plan (as defined in the Merger Agreement) subject to the Company's receipt of requisite shareholder approval.
Conditions to Consummation of the Transactions
Consummation of the Transactions is generally subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition companies, including (a) expiry or termination of all applicable waiting periods . . .
Item 7.01 Regulation FD Disclosure.
On
The foregoing (including the information presented in Exhibit 99.1) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibit 99.1, that is provided solely in connection with Regulation FD.
Additional Information
The proposed transactions will be submitted to shareholders of the Company for
their consideration and approval at an extraordinary general meeting of
shareholders. In connection with the proposed transactions, the Company filed a
Registration Statement on Form S-4 (the "Registration Statement") with the
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------------------------------------------------------------
Participants in the Solicitation
The Company and Roadzen and their respective directors, executive officers,
other members of management, and employees, under
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the United States Private Securities Litigation Reform Act of 1995.
Forward-looking statements generally relate to future events or the Company's or
Roadzen's future financial or operating performance. These forward-looking
statements include, but are not limited to, statements regarding the
transactions expected to be effected in connection with the Closing. In some
cases, you can identify forward-looking statements by terminology such as "may,"
"should," "expect," "intend," "will," "estimate," "anticipate," "believe,"
"predict," or the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by the Company and its management, and Roadzen and
its management, as the case may be, are inherently uncertain factors that may
cause actual results to differ materially from current expectations include, but
are not limited to: 1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the definitive merger
agreement with respect to the business combination; 2) the outcome of any legal
proceedings that may be instituted against the Company, the combined company or
others following the announcement of the business combination and any definitive
agreements with respect thereto; 3) the inability to complete the business
combination due to the failure to obtain approval of the shareholders of the
Company, to obtain financing to complete the business combination or to satisfy
other conditions to closing; 4) changes to the proposed structure of the
business combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining regulatory
approval of the business combination; 5) the ability to meet Nasdaq's listing
standards following the consummation of the business combination; 6) the risk
that the business combination disrupts current plans and operations of Roadzen
as a result of the announcement and consummation of the business combination; 7)
the ability to recognize the anticipated benefits of the business combination,
which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships
with customers suppliers, labor unions and other organizations that have a role
in the business of Roadzen and the ability of the combined company to retain its
management and key employees; 8) costs related to the business combination; 9)
changes in applicable laws or regulations; 10) the possibility that Roadzen or
the combined company may be adversely affected by other economic, business
and/or competitive factors; 11) Roadzen's estimates of expenses and
profitability; 12) the evolution of the markets in which Roadzen competes; 13)
the ability or Roadzen to implement its strategic initiatives and continue to
innovate its existing offerings; 14) the ability of Roadzen to satisfy
regulatory requirements; 15) the impact of the COVID-19 pandemic and its effect
on Roadzen's and the combined company's business and financial conditions; and
16) other risks and uncertainties set forth in the sections entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the
Registration Statement, and other documents filed or to be filed with the
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1† Agreement and Plan of Merger, dated as ofFebruary 10, 2023 , by and amongVahanna Tech Edge Acquisition I Corp. ,Vahanna Merger Sub Corp. andRoadzen, Inc. (incorporated by reference to Annex A of the Registration Statement). 10.1 Support Agreement, dated as ofFebruary 10, 2023 , by and among the Company and the holders party thereto (incorporated by reference to Annex C of the Registration Statement). 10.2 Sponsor Support Agreement, dated as ofFebruary 10, 2023 , by and amongVahanna LLC ,Vahanna Tech Edge Acquisition I Corp. andRoadzen, Inc. (incorporated by reference to Annex D of the Registration Statement). 10.3 Form of Lock-up Agreement. (incorporated by reference to Annex E of the Registration Statement). 99.1 Press Release, datedFebruary 13, 2023 . 104 Cover Page Interactive Data File (embedded within Inline XBRL document).
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to theSecurities and Exchange Commission upon its request.
--------------------------------------------------------------------------------
© Edgar Online, source
