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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, 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 5.07. Submission of Matters to a Vote of Security Holders.
On
March 31, 2026, Roadzen Inc. (the “Company”) held their Annual General Meeting of Shareholders (the “Annual Meeting”).
On March 2, 2025, the record date for the Annual Meeting, there were 79,663,984 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, 54,457,674 of the Ordinary Shares,
or approximately 68.36% 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 six 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, 2027, 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 | |
| 47,904,750 | | |
| 314,101 | |
| Saurav Adhikari | |
| 47,997,248 | | |
| 221,603 | |
| Steven Carlson | |
| 48,157,439 | | |
| 61,412 | |
| Supurna VedBrat | |
| 48,178,139 | | |
| 40,712 | |
| Zoë Ashcroft | |
| 48,184,914 | | |
| 33,937 | |
| Diane B. Glossman | |
| 48,196,510 | | |
| 22,341 | |
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, 2026. The final voting results
for the proposal submitted to a vote are set forth below:
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 54,262,535 |
|
9,957 |
|
185,182 |
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
1, 2026 |
By:
|
/s/
Jean-Noël Gallardo |
| |
|
Name: |
Jean-Noël
Gallardo |
| |
|
Title: |
Chief
Financial Officer |