Vahanna Tech Edge Acquisition I Corp. (VHNA) Merger with Roadzen (Private)

February 15, 2023

Vahanna Tech Edge Acquisition I Corp. (VHNA) to acquire Roadzen (Private) in a transaction valuing the pro forma entity at *$761 million in Enterprise Value ($965 million equity value) assuming zero redemptions.
Roadzen shareholders will receive equity consideration of $683 million at $10.0 per share.
Minimum net cash condition of $50.0 million.
No termination fees.
Business combination transaction is targeted to close in the second quarter of 2023.

SPAC Details:
- Unit Structure: 1 Class A ordinary share + 0.50 Redeemable Warrant
- #Cash in Trust: $205,398,150 (102.6 % of Public Offering)
- Public Shares Outstanding: 20,010,000 shares
- Private Shares Outstanding: 5,002,500 shares
- Reported Trust Value/Share: $10.26
- Liquidation Date: February 26, 2023
- Outside Liquidation Date: August 26, 2023

Name of Target: Roadzen
Target Description: Roadzen is a leading insurance technology company on a mission to transform global auto insurance powered by advanced AI. At the heart of Roadzen’s mission is its commitment to create transparency, efficiency, and a seamless experience for the millions of end customers who use its products through insurer, OEM, and fleet (such as trucking, delivery, and commercial fleets) partners. Roadzen seeks to accomplish this by combining computer vision, telematics and AI with continually updated data sources to provide a more efficient, effective and informed way of building auto insurance products, processing claims and improving driver safety. Roadzen has been recognized as a top innovator in the insurtech space by Forbes and was recently awarded as the 2022 AI company of the year by Financial Express (India).
Announced Date: February 13, 2023
Expected Close: “Second Quarter of 2023”
Press Release: https://www.sec.gov/Archives/edgar/data/1868640/000119312523039456/d463982dex991.htm
Transaction Terms (N/A):

Redemption Rate	0%
Transaction Price (Assumed)	$10.00 per share
Enterprise Value	$761 million [Market Cap (-) Cash in Trust OR $965 million (-) $204 million]**
Market Cap Value	$965 million

SPAC Public Shareholders Receive:
- *20,01 million Ordinary Shares of New Roadzen (1 for 1)

SPAC Sponsors Receive:
- *5.00 million Ordinary Shares of New Roadzen (1 for 1)

Target Shareholders Receive (~73.2%):
- $683 million of Equity Consideration at $10.0 per share (68.3 million ordinary shares of New Roadzen)
  - Certain number of the 68.3 million shares will be reserved for future issuance following the Closing upon conversion, exercise, vesting and/or settlement of certain Roadzen RSUs, Roadzen Warrants, and Roadzen Additional Equity Securities that will be assumed by New Roadzen at the Closing

Lock-up:
- SPAC Sponsors (Founder Shares): 1-year post-closing
  - Early Release: If the price equals or exceeds $12.0 per share after 150 days post-closing
- Key Target shareholders
  - Holdings ≥ 5%: 1-year post-closing
    - Early Release: If the price equals or exceeds $12.0 per share after 150 days post-closing
  - Holdings < 5%: 1-year post-closing
    - Early Release (25%): 6 months post-closing

Closing Conditions:
- Termination date: August 26, 2023
- Minimum net cash condition of $50.0 million
  - Cash includes: CIT – Redemptions + Any Financing raised by Parties – Unpaid Transaction Expenses
- New Roadzen Domestication completion
- Completion of Roadzen’s acquisitions of Global Insurance Management Limited and National Automobile Club
- VHCA will adopt the New Incentive Plan subject to requisite shareholder approval
- Receipt by VHCA of PCAOB Audited Financials
- Other customary closing conditions

Advisors:
- Target Legal Advisors: Gibson, Dunn & Crutcher LLP and DMD Advocates
- SPAC Financial Advisor: Mizuho Securities USA LLC (Mizuho) and Pi Capital LLC
- SPAC Legal Advisors: Winston & Strawn LLP
- Mizuho Legal Advisors: Sidley Austin LLP
- SPAC Fairness Opinion: Sheumack GMA

*Denotes estimated figures by CPC

#Reported as on September 30, 2022