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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 3, 2026
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
1.01 Entry into a Material Definitive Agreement.
On July 3, 2026, Roadzen Technologies Limited (“Roadzen India”), a subsidiary of Roadzen Inc.
(the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with the shareholders
(the “Sellers”) of Riverside International Holdings Ltd (“Riverside”), pursuant to which Roadzen India has
agreed to purchase Riverside, a managing general agent specializing in short-term car rental insurance across Europe. Under the
Purchase Agreement and subject to the terms and conditions set forth therein, Roadzen India will purchase the entire issued share
capital of Riverside from the Sellers for a total purchase price of up to £12 million (Twelve Million Pounds Sterling) (the
“Transaction”), of which £6 million is payable at the closing of the Transaction (the “Closing”) and
the remaining £6 million is payable over a three-year period following the Closing, based on Riverside achieving certain
performance milestones. The purchase price is payable in cash, except that two of the Sellers have the option to elect to receive
the portion of the purchase price payable to them at Closing in the form of shares of Roadzen India, at a price per share based on a
valuation of Roadzen India of INR 2,500 crore, and is subject to adjustment based on Riverside’s cash, indebtedness and
working capital at Closing. The Purchase Agreement has been approved by the Board of Directors of Roadzen.
The
Purchase Agreement contains customary warranties, covenants and indemnification obligations of the parties, and is subject to closing
conditions including, among others more fully described in the Purchase Agreement, the receipt of certain regulatory approvals. Unless
fulfilled or otherwise waived by the parties, if any of the closing conditions are not fulfilled by July 3, 2027, the Purchase Agreement
shall be terminated and the Transaction shall not be completed. The Purchase Agreement provides that £600,000 of the purchase price
payable at Closing will be deposited into a retention account to provide a source of recovery to Roadzen India for claims based on the
Sellers’ indemnification obligations or breaches by the Sellers of their representations and warranties, and Roadzen India’s
right to recovery for claims is subject to certain limitations and conditions set forth in the Purchase Agreement.
The
Purchase Agreement governs the contractual rights between the parties in relation to the Transaction. The Purchase Agreement has been
filed as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Agreement and
is not intended to provide, modify or supplement any information about Roadzen India, Riverside, or any of their respective subsidiaries
or affiliates, or their respective businesses. In particular, the Purchase Agreement is not intended to be, and should not be relied
upon as, disclosures regarding any facts and circumstances relating to the Company, Roadzen India or Riverside. The warranties contained
in the Purchase Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing
matters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different
from those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be
relied upon as statements of factual information. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s
public disclosures.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of
Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
Item
7.01 Regulation FD Disclosure.
On
July 9, 2026, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached
to this current report on Form 8-K as Exhibit 99.1.
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 the Company under the Securities Act of 1933, as
amended, 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 2.1* |
|
Share Purchase Agreement dated July 3, 2026. |
| 99.1 |
|
Press Release dated July 9, 2026. |
| 104 |
|
Cover
page interactive data file (embedded within the Inline XBRL document). |
*
Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted
schedule and/or exhibit will be furnished to the SEC upon request.
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: |
July
9, 2026 |
By: |
/s/
Jean-Noël Gallardo |
| |
|
Name: |
Jean-Noël
Gallardo |
| |
|
Title: |
Chief
Financial Officer |
Exhibit
99.1

Roadzen
Signs Definitive Agreement to Acquire a Leading European MGA Focused on Short-Term Car Rental Insurance
The
acquisition is expected to add a scaled, fully regulated European insurance platform powering over 800,000 policies annually, with approximately
$18–20 million in revenue and approximately $1.6–2 million in EBITDA
The
business is being acquired by Roadzen’s India subsidiary in exchange for stock or cash and is not expected to be dilutive to Roadzen’s
Nasdaq shareholders
Combines
over a decade of proprietary short-trip pricing data with Roadzen’s AI to power real-time underwriting and automated, computer-vision-led
claims — transformative for the $27 billion car rental insurance segment
NEW
YORK, July 9, 2026 (GLOBE NEWSWIRE) — Roadzen Inc. (Nasdaq: RDZN), a global leader in AI at the intersection of insurance and
mobility, today announced the signing of a definitive agreement to acquire a leading technology-driven managing general agent (“MGA”)
specializing in short-term car rental insurance across Europe.
The
acquisition is being made by Roadzen’s India subsidiary, Roadzen Technologies Limited (“Roadzen India”), which is 92%
owned by Roadzen Inc. Under the terms of the purchase agreement, the sellers may elect to receive equity in Roadzen India, based on a
valuation of Roadzen India at approximately $280 million, or cash. As a result, the transaction is not expected to be directly dilutive
to Roadzen’s Nasdaq shareholders. Total consideration is approximately $15 million — 50% payable at closing and 50% structured
as a three-year earn-out contingent on milestones.
The
business is one of Europe’s leading technology-enabled specialists in the short-term car rental insurance market. It distributes
through embedded API integrations with leading rental car partners across multiple European markets, alongside a direct-to-consumer platform.
The company writes approximately 800,000 policies annually and is expected to generate approximately $18–20 million in revenue
and approximately $1.6–2 million in EBITDA in its current fiscal year, with no debt, positive free cash flow, and a lean team of
around 20 people supported by its proprietary technology. It is regulated in the European Union and the United Kingdom, backed by multi-year
A-rated underwriting capacity, with a strong combined ratio.
The
global car rental insurance market is valued at approximately $27 billion and operates as a highly lucrative ancillary revenue stream
within the broader global auto insurance market. The segment is growing at approximately a 6.8% CAGR, driven by increasing vehicle utilization,
rising insurance penetration in leisure and corporate rentals, and the need to protect rental operators from costly claims amid inflated
vehicle repair costs. As rental volumes rise and pricing, claims, and fraud increasingly move to real-time, technology-driven platforms,
the market is primed for transformation. This acquisition provides Roadzen with a fully licensed, scaled and profitable MGA platform
to accelerate its global expansion and deliver AI-powered insurance across the short-trip mobility market. Roadzen already works with
several large car rental fleet operators and can now offer this product directly to them.
Rohan
Malhotra, Founder and CEO of Roadzen commented, “This business embeds directly into the rental booking flow and issues cover instantly
— over 800,000 times a year, fully automated and near-touchless. Today, that pricing is largely static. The opportunity we saw
is to bring Roadzen’s AI to it and move to real-time, dynamic pricing at the point of sale. That combination — proven distribution
at scale, now powered by our AI — is exactly what we are building at Roadzen, and a central reason we pursued this acquisition.
We already work with car rental fleet operators globally and can now offer this product directly to them, and our AI and computer vision
already assess the condition of rental vehicles before and after each trip, strengthening claims.”
Roadzen
is partnering closely with the team to bring its core AI capabilities to bear across the platform. On the underwriting side, Roadzen’s
models can enhance real-time risk selection and pricing at the point of sale, drawing on the business’s deep short-trip loss data
to price more accurately by market, vehicle, duration, and customer profile — supporting disciplined combined ratios as volumes
grow. On the claims side, Roadzen’s computer-vision technology assesses the pre- and post-condition of a rental vehicle from images,
enabling faster, more accurate damage adjudication, reducing leakage and fraud, and driving toward a near-touchless claims experience.
As the two teams work together, Roadzen’s AI is immediately additive to the business’s already automated, technology-led
processes — accelerating settlement, improving accuracy, and expanding margin on the existing book while raising the quality of
the underlying data that feeds future pricing.
Key
Highlights and Synergies
| ● |
Writes approximately 800,000 policies a year through embedded
API integrations with leading rental car websites and partners |
| |
|
| ● |
Expected to generate approximately $18–20 million in
revenue and approximately $1.6–2 million in EBITDA in its current fiscal year |
| |
|
| ● |
Strong combined ratio and disciplined underwriting performance |
| |
|
| ● |
Capital-light MGA model with no underwriting risk taken on
directly, backed by durable multi-year A-rated capacity — closely aligned with Roadzen’s own business model |
| |
|
| ● |
Highly synergistic to Roadzen’s existing global car rental
fleet clients, with Roadzen’s AI computer-vision assessment of vehicle pre- and post-condition already additive to underwriting
and claims |
| |
|
| ● |
Over a decade of proprietary short-trip underwriting data —
millions of policies — a foundational asset for pricing insurance in a future of autonomous mobility |
“What
excites us most is what this means for the future,” added Malhotra. “This business has spent well over a decade learning
how to price insurance for short trips — thousands of individual rentals priced every day across markets, vehicles, and durations,
now spanning millions of policies. We believe short-term, per-trip insurance pricing is central to the future of mobility: as the world
moves toward fleets and, ultimately, autonomous vehicles carrying passengers for short journeys, the ability to underwrite risk by the
trip rather than by the year becomes an important capability in insurance, distinct from annual, long-term pricing. We are excited to
work with this data and to layer our AI on top of it to build real-time pricing products for short-duration insurance — products
we believe will be foundational to how mobility is insured in that future. There are very few places in the world where a dataset and
pricing expertise like this exist at this depth. With this incredible team and this data, combined with our technology and global footprint,
we can expand the business into new markets. Together with the growth we’re seeing in India and our expansion in the U.S., this
marks the next phase of Roadzen’s journey — building the world’s leading company at the intersection of AI, insurance,
and mobility.”
Once
all closing conditions are met and the transaction is completed, Roadzen will disclose the name of the acquired business. Closing is
anticipated in the early fourth quarter of the calendar year.
About
Roadzen Inc.
Roadzen
Inc. (Nasdaq: RDZN) is a global leader in AI at the convergence of insurance and mobility. Roadzen builds technology that helps insurers,
automakers, and fleets better predict and prevent risk, automate claims, and deliver seamless, embedded insurance experiences. Thousands
of clients across North America, Europe, and Asia — from the world’s leading insurers, carmakers, and fleets to dealerships
and agents — use Roadzen’s technology to build new products, sell insurance, process claims, and improve road safety. Roadzen’s
pioneering work in telematics, generative AI, and computer vision has earned recognition from Forbes, Fortune, and Financial Express
as one of the world’s top AI innovators. Headquartered in Burlingame, California, Roadzen employs more than 450 people across offices
in the U.S., U.K., India and China. Learn more at www.roadzen.ai.
Cautionary
Statement Regarding Forward-Looking Statements
This
press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these
forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject
to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied
by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,”
“should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” and “continue,” or the negative of such terms or other similar expressions. Such statements include,
but are not limited to, statements regarding our ability to consummate the transaction described in this press release when anticipated,
or at all, anticipated benefits and synergies of the transaction, including anticipated revenue and EBITDA, our anticipated strategy,
valuation, demand for our products, expansion plans, future operations, future operating results, estimated revenues, losses, projected
costs, prospects, plans and objectives of management, as well as all other statements other than statements of historical fact included
in this press release. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described
in “Risk Factors” in our Securities and Exchange Commission (“SEC”) filings, including the annual report on Form
10-K we filed with the SEC on June 29, 2026. We urge you to consider these factors, risks and uncertainties carefully in evaluating the
forward-looking statements contained in this press release. All subsequent written or oral forward-looking statements attributable to
our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking
statements included in this press release are made only as of the date of this release. Except as expressly required by applicable securities
law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
For
more information, please contact:
Investor
Contacts: IR@roadzen.ai
Media
Contacts: Sanya Soni sanya@roadzen.ai or media@roadzen.ai