VAHA TECH Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 hereto and incorporated herein by reference is an
investor presentation dated
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of Vahanna under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Participants in Solicitation
Vahanna and its directors, executive officers, other members of management and
employees, under
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Vahanna's or Roadzen's future financial or operating performance. For example, statements regarding anticipated growth in the industry in which Roadzen operates and anticipated growth in demand for Roadzen's services, projections of Roadzen's future financial results and other metrics, the satisfaction of closing conditions to the Business Combination and the timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "pro forma", "may", "should", "could", "might", "plan", "possible", "project", "strive", "budget", "forecast", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", 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 Vahanna 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: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of subsequent definitive agreements with respect to the Business Combination; (ii) the outcome of any legal proceedings that may
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be instituted against Vahanna, Roadzen, New Roadzen or others following the
announcement of the Business Combination and any definitive agreements with
respect thereto; (iii) the inability to complete the Business Combination due to
the failure to obtain approval of the shareholders of Vahanna or Roadzen;
(iv) the inability of Roadzen to satisfy other conditions to closing;
(v) 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; (vi) the
ability to meet stock exchange listing standards in connection with and
following the consummation of the Business Combination; (vii) the risk that the
proposed Business Combination disrupts current plans and operations of Roadzen
as a result of the announcement and consummation of the Business Combination;
(viii) the ability to recognize the anticipated benefits of the Business
Combination, which may be affected by, among other things, competition, the
ability of New Roadzen to grow and manage growth profitably, the ability of New
Roadzen to maintain relationships with customers, suppliers, labor unions and
other organizations that have a role in the business of Roadzen and the ability
of New Roadzen to retain its management and key employees; (ix) costs related to
the Business Combination; (x) changes in applicable laws or regulations,
including those affecting the industries in which New Roadzen will operate;
(xi) the possibility that Roadzen or New Roadzen may be adversely affected by
other economic, business, regulatory, and/or competitive factors;
(xii) Roadzen's estimates of expenses and profitability; (xiii) the evolution of
the markets in which Roadzen competes; (xiv) the ability of Roadzen to implement
its strategic initiatives and continue to innovate its existing offerings;
(xv) the ability of Roadzen to satisfy regulatory requirements; (xvi) the impact
of the COVID-19 pandemic on Roadzen's and New Roadzen's business; and
(xvii) other risks and uncertainties set forth in the section entitled "Risk
Factors" and "Cautionary Note Regarding Forward-Looking Statements" in Vahanna's
Annual Report on Form 10-K for the fiscal year ended
No Offer or Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of Vahanna or Roadzen, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished with this report.
Exhibit No. Description 99.1 Investor Presentation datedApril 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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