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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): November 4, 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
7.01 Regulation FD Disclosure
On
November 4, 2025, Roadzen Inc. (the “Company”) issued a press release (the “Press Release”) regarding its agreement
in principle with Mizuho Securities USA LLC to extend the maturity date of the Company’s existing senior secured
notes to June 30, 2027, subject to the execution of definitive agreements and customary closing conditions. A copy of the Press Release
is attached hereto as Exhibit 99.1.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto is furnished pursuant to the rules and regulation of the Securities and
Exchange Commission (“SEC”) and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Cautionary
Statement Regarding Forward-Looking Statements
Statements
contained in the Press Release that are not historical facts may be forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements do not constitute guarantees of future performance and are subject to
a variety of risks and uncertainties. The Company does not undertake any obligation to update forward-looking statements as a result
of new information, future events or developments or otherwise, except as required by applicable law or regulation.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Press Release, dated November 4, 2025. |
| 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: |
November 4, 2025 |
By: |
/s/
Jean-Noël Gallardo |
| |
|
Name:
Title: |
Jean-Noël Gallardo
Chief Financial Officer |
