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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2025

 

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

British Virgin Islands   001-41094   98-1600102
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
         

111 Anza Blvd

Suite 109

   
Burlingame, California       94010
(Address of Principal Executive Offices)       (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (347) 745-6448

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 


Title of each class
  Trading
Symbol(s)
 
Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share   RDZN   The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share   RDZNW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On March 31, 2025, Roadzen Inc. (the “Company”) held an Annual General Meeting of Shareholders (the “Annual Meeting”). On March 19, 2025, the record date for the Annual Meeting, there were 74,259,298 ordinary shares of the Company, par value $0.0001 per share (“Ordinary Shares”) entitled to be voted at the Annual Meeting. At the Annual Meeting, 42,569,517 of the Ordinary Shares, or approximately 57.33% of the shares entitled to vote at the Annual Meeting, were represented in person or by proxy.

 

Director Election Proposals

 

The shareholders of the Company approved the proposals to elect each of the seven directors named as nominees in the accompanying proxy statement to the Annual Meeting, each to serve until the end of the annual meeting of shareholders to be held in respect of the fiscal year ended March 31, 2025, or as to each, until their respective successors are elected and qualified, or their earlier death, resignation, disqualification or removal. The final voting results for each proposal submitted to a vote are set forth below:

 

Name  Votes For   Votes
Withheld
 
Rohan Malhotra   42,561,867    7,650 
Saurav Adhikari   42,504,050    65,467 
Steven Carlson   42,078,221    491,296 
Ajay Shah   42,474,745    94,772 
Supurna VedBrat   42,085,024    484,493 
Zoë Ashcroft   42,543,376    26,141 
Diane B. Glossman   42,557,969    11,548 

 

Auditor Ratification Proposal

 

The shareholders of the Company approved the proposal to ratify the appointment of ASA & Associates LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2025. The final voting results for the proposal submitted to a vote are set forth below:

 

Votes For  Votes Against   Abstentions 
41,763,812   9,989    795,716 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibit
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    ROADZEN INC.
       
Date: April 3, 2025 By: /s/ Rohan Malhotra
   

Name:

Title:

Rohan Malhotra
Chief Executive Officer