Vahanna Tech Edge Acquisition I Corp. *

Vahanna Tech Edge Acquisition I Corp. *

Nov 4, 2021 by Anthony Sozzi

PROPOSED BUSINESS COMBINATION: Roadzen, Inc.

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Vahanna Tech Edge Acquisition I Corp. proposes to combine with Roadzen, Inc.

Roadzen is an 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 its insurer, original equipment manufacturer (“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 better way of building auto insurance products, processing claims and improving driver safety. In 2022, Roadzen signed acquisition agreements to expand into the lucrative U.S. and U.K. markets.


SUBSEQUENT EVENT – 8/25/23 – LINK

  • Forward Purchase Agreement:
    • The SPAC entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions
    • The Seller intends, but is not obligated, to purchase up to 5,000,000 Class A ordinary shares, at a price equal to $10.00 per share, concurrently with the Closing pursuant to Seller’s FPA Funding Amount PIPE Subscription Agreement, less the number of Vahanna Shares purchased by Seller separately from third parties through a broker in the open market (“Recycled Shares”).
    • The Seller is required to purchase at least 3,500,000 Recycled Shares.
    • Seller will not be required to purchase an amount of Vahanna Shares such that, following such purchase, that Seller’s ownership would exceed 9.9% of the total Vahanna Shares outstanding immediately after giving effect to such purchase, unless Seller, at its sole discretion, waives such 9.9% ownership limitation. 

EXTENSION – 8/22/23 – LINK

  • The SPAC approved the extension from August 26, 2023 to May 26, 2024.
    • 8,145,699 shares were redeemed for $10.73 per share.
    • $225K per month will be deposited into the trust account.

TRANSACTION

  • The transaction implies a pro forma equity value post-closing of approximately $965 million.
  • Estimated cash proceeds from the transaction are expected to consist of Vahanna’s $204 million of cash held in trust
  • Existing Roadzen shareholders are expected to own 73.2% of the combined company.
  • The transaction is expected to close during the second quarter of 2023
  • With the execution of a definitive agreement, the company was granted an additional 3-months to complete a business combination until May 25, 2023

SPAC FUNDING

  • A $58.9 million preferred offering is contemplated as part of a PIPE investment prior to the business combination.
    • The actual amount of the PIPE investment may be greater or less than this target amount.

LOCK-UP

  • Company and Sponsor
    • One year after the Closing Date or at least 150 days after the Closing Date the share price equals or exceeds $12.00 for 20/30 trading days

NOTABLE CONDITIONS TO CLOSING

  • The aggregate transaction proceeds shall be greater than or equal to $50,000,000 after giving effect to any redemptions and any other cash made available to Vahanna or raised for the benefit of Roadzen (the “Minimum Cash Condition”)

NOTABLE CONDITIONS TO TERMINATION

  • Outside date is August 26, 2023

ADVISORS

  • Winston & Strawn LLP is acting as legal counsel to Roadzen.
  • Mizuho Securities USA LLC is acting as financial advisors to Vahanna.
  • Pi Capital LLC is acting as financial advisors to Vahanna.
  • Gibson, Dunn & Crutcher LLP is acting as legal counsel to Vahanna.
  • DMD Advocates is acting as legal counsel to Vahanna.
  • Sidley Austin LLP is acting as legal counsel to Mizuho
  • Sheumack GMA is acting as Fairness Opinion advisor to Vahanna’s board of directors.

MANAGEMENT & BOARD


Executive Officers

Karan Puri, 58
Chief Executive Officer

He co-founded Axiscades (formerly called IT&T), India’s leading IT infrastructure management services company, in 1990, and took it public at the age of 37 before selling a part of the business in 2003 to iGate Corp. (now part of Cap Gemini). As an entrepreneur, Mr. Puri was also instrumental in setting up several new businesses like India’s first computerized cross-location ticketing network as a joint venture with Tickets.com UK. He also set up a technology incubation center in partnership with the Indian Institute of Technology (IIT), Delhi. He has more than 30 years of experience in global executive and leadership positions in IT and technology enabled services sectors across India, Europe and the United States. He has consistently managed shareholders and analysts for global IT players bringing credibility and experience in raising funds in the capital markets, both in India and the United States. He was a senior leader with DXC Technology (formed through the merger of CSC and HP Services), where he was Executive Vice President and General Manager managing the Americas geography with approximately US$10 billion in revenue for the year ended March 31, 2019 and approximately 70,000 employees as of March 31, 2019, across operations in the United States, Canada, Mexico, Chile, Argentina, Columbia, Venezuela, Brazil and India. Prior to DXC, he was a Senior Corporate Officer at HCL Technologies (“HCL”) (one of the leading India based IT services companies with revenue in excess of US$10 billion for the year ended March 31, 2021 and market capitalization of approximately US$34.5 billion as of May 21, 2021), managing the business in the United States, with revenue in excess of US$3 billion for the year ended March 31, 2017, and earlier in Europe as well, across several industry verticals. He has an MBA in Marketing and Economics and a Bachelor’s degree in science from Punjab University, India.


Raahim Don, 44
Chief Financial Officer

Mr. Don has primarily aided middle market companies through their growth stage and expanded them into international and emerging markets (both in the public and private arena). Mr. Don has a track record of investing in disruptive technology companies and has extensive experience as a board director. Since 2015, Mr. Don has served as the Chief Investment Officer of Lasso Capital Partners Management. Mr. Don also was the interim CFO and is currently an Investment Committee Member and non-executive Board member for a large NYC real estate family office, Delshah Capital, that he helped take public. Mr. Don also founded WBG Wealth Management to help single and multi-family offices with their direct investment and special situations needs. Prior to that, he founded Saffron Capital, a cross-border private equity fund and was previously a managing director at Marco Polo Partners. Mr. Don started his career at Credit Suisse (First Boston) in investment banking during the technology boom.



Board of Directors

Saurav Adhikari, 64
Chairman

During the last two decades in the technology sector with HCL, he was the founding President of HCL’s startup corporate networking firm, led a team that established what has now become a multi-hundred million dollar IT enabled services (“ITES”) business as President of HCL’s BPO North American business, and worked on several multi-hundred million dollar inorganic investments in technology and software, including the acquisition of Actian (transaction value $330 million), carve-outs of multiple IBM product suites, joint venture of HCL – CSC and acquisition of 51% ownership in BPO and Software joint venture DSL Software in India. This helped HCL to pivot to a leading intellectual property (“IP”) – led solutions company. He has built deep access in global private equity and VC firms, while creating large, successful, value-based partnerships between HCL and private equity owned technology and technology enabled businesses, which are considered groundbreaking in the industry. At HCL, he held various executive positions, the last being President, Corporate Strategy, working directly with the Founder & Chairman with oversight across the group’s business, as well as the not-for-profit Shiv Nadar Foundation. Saurav is a board member of Goodricke Group Ltd (publicly listed in India) and Bridgeweave Ltd, UK, an AI based Fintech. He works as a technology advisor and investor with interests across AI based fintech and healthcare firms, as well as analytics, IoT and logistics firms. He also serves as a Senior Advisor to the Shiv Nadar Foundation’s not for profit institutions and is an Executive Council member of the Shiv Nadar University. His prior experience also includes several global senior leadership and executive roles across Unilever, PepsiCo and Groupe SEB. Mr. Adhikari received his MBA from Bombay University, and a Bachelor’s in Arts (Honors) in Economics from Delhi University, India.


Ajay Shah, 40
Director

Mr. Shah serves as Chairman of the Board of SMART Global Holdings, a publicly held Silver Lake portfolio company (Nasdaq: SGH). He previously served as President and Chief Executive Officer of SGH from February 1989 to December 2000 and then again from June 2018 to August 2020. He was a co-founder of the company in 1989. He is also currently CEO of Maui Greens, an early -stage agriculture technology company. He also currently serves on the boards of directors of a number of private technology companies including Maui Greens, Healthgrades and Vast Data. Mr. Shah previously served on the boards of many public and private technology companies including Magellan Navigation, Inc., AVI-SPL, Inc., CMAC MicroTechnology, Flex, Ingenient Technologies Inc., Power-One, Inc., PulseCore Semiconductor, Spansion Inc and others. In the not-for-profit sector, he serves on the board of the National Audubon Society and the governing board of the Indian School of Business (ISB).


Diane B. Glossman, 48
Director

Prior to UBS, Ms. Glossman was co-head of global bank research and head of internet financial services research at Lehman Brothers, and prior to that at Salomon Brothers for nine years where she was co-head of U.S. bank stock research. Over her sell side research career, she specialized in money center banks, trust banks and broker dealers, covering all aspects of banking and financial services. She was a multiple-time member of Institutional Investor’s All-America Research Team. During her decade on the buy-side, she was responsible for coverage of all financials along with a variety of other industry sectors. She has served as a member of the Board of Directors and Audit Committee of Barclays Bank Delaware since June 2016 and chaired the Audit Committee since December 2018. She has also served as a member of the advisory board of Barclays US LLC since its inception in April 2015, and since the advisory board’s upgrade into the Board of Directors, a member of the Board of Directors, Audit Committee Chair and member of the Governance Committee. In addition, she has served as a member of the Board of Directors and various committees of Live Oak Bancshares since August 2014, a North Carolina-based bank with more than US$8 billion of assets as of March 2021, and assisted in its initial public offering. Ms. Glossman’s previous board experience includes serving on the Board of Directors or Board of Trustees of WMI Holding, Ambac Assurance and QBE NA. In addition to her directorships, Ms. Glossman has also worked as an independent consultant with a number of banks in the U.S. and U.K. on projects relating to strategy, business execution, and investor communications. Ms. Glossman received a B.S. in finance and health care administration from the Wharton School.


Abha Kumar, 32
Director

She is experienced in the fields of risk mitigation, cyber, cloud, and emerging technologies such as artificial intelligence (“AI”) / machine learning (“ML”), blockchain, virtual and augmented reality. At Vanguard (2007-2019), as Principal, she served as CIO for corporate and international and head of the first offshore shared services at Vanguard, where she established and led the first shared-services business unit with eight centers in Europe and Asia. Prior to her role at Vanguard, Ms. Kumar was Vice President and Divisional CIO at Dow Jones & Co. (1999-2007), creating innovative strategies to drive change and reduce operating costs. Prior to that, she was Group Director at The New York Times (1986-1999), where she co-led a program to consolidate and modernize financial and HR functions. Currently, she serves on the Advisory Board of Shopelier (startup in e-commerce) and Shanti Bhavan (nonprofit residential education program for children from disadvantaged communities in India).  During her time at Vanguard, Ms. Kumar founded LEAP (Leadership and Engagement for Asian Professionals) and served on Vanguard’s corporate Diversity Leadership Team and Talent Oversight Team for seven years. She speaks internationally on diversity and technological change and was recently awarded the Inspirational Women Leaders award by Roshni Media. She also received the 2018 American Business Association’s Gold Stevie® award for “Visionary for Creating Ecosystems of Tomorrow”. Ms. Kumar graduated from Birla Institute of Technology and Science, Pilani, India and has a Masters from Tata Institute of Social Sciences, Mumbai, India.


Rangarajan Sundaram, 32
Director

His experience in finance spans a number of areas including corporate finance, derivatives pricing, agency problems, executive compensation and credit risk. He has also published extensively in mathematical economics, decision theory, and game theory with his research appearing in leading academic journals in finance and economics, as well as in several practitioner-oriented journals. As Dean and Vice Dean previously, he has overseen NYU Stern’s entry into online education and the establishment of several new, high-profile initiatives at the intersection of entrepreneurship and technology. He has been the recipient of several prestigious awards during his time at NYU Stern, including the inaugural Stern’s Distinguished Teaching Award in 2007. Prior to joining NYU Stern in 1996, Mr. Sundaram was on the faculty of the University of Rochester from 1988-96. He received a Bachelor of Arts degree in economics from the University of Madras, India, an MBA from the Indian Institute of Management, Ahmedabad, and a PhD in economics from Cornell University.