RDZNW Roadzen Inc

 

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): February 12, 2025

 

 

ROADZEN INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Virgin Islands, British			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:

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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On February 12, 2025, Roadzen Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

This information is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description of Exhibit
99.1		Press Release issued on February 12, 2025
104		Cover page interactive data file (embedded within the Inline XBRL document)

 

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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:	February 12, 2025	By:	/s/ Jean-Noël Gallardo
			Name: Jean-Noël Gallardo Title: Chief Financial Officer

 

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Roadzen Reports Fiscal Third Quarter and

First Nine-Months FY2025 Financial Results

 

NEW YORK, February 12, 2025 (GLOBE NEWSWIRE) – Roadzen Inc. (Nasdaq: RDZN) ("Roadzen" or the "Company”), a global leader in AI at the convergence of insurance and mobility, today announced its financial results for the three and nine-month periods ended December 31, 2024.

 

Rohan Malhotra, Founder and CEO of Roadzen, stated, “Roadzen delivered on all our key priorities this quarter—growing revenue, accelerating our path to breakeven, launching breakthrough new products, and strengthening our balance sheet. We also brought on several global clients and partners this quarter. We anticipate revenue growth to resume strongly next quarter, supported by continued expansion in the U.S. and India, as well as the expected resumption of the U.K. business in the next couple of quarters.”

 

Mr. Malhotra continued, “The launch of MixtapeAI, aimed at transforming the massive spend in insurance customer support using LLMs, and becoming the first company to achieve AIS 184 compliance for DrivebuddyAI, are key milestones that highlight our leadership in AI for insurance and mobility. The excitement among clients for these products reinforces their potential to drive sustainable revenue growth. We firmly believe that the application layer and vertical applications such as insurance represent the most promising opportunities for AI, and Roadzen is among the few companies delivering this value today.”

 

Roadzen’s CFO Jean-Noël Gallardo commented, “We secured several significant new marquee enterprise contracts and expanded our business with existing customers. Our revenue pipeline is growing geographically and across all our business lines, which we expect will lead to accelerated revenue growth for the foreseeable future. Simultaneously, we continue to scrutinize and streamline our operations. The adoption of AI in our internal operations allowed us to reduce our headcount by 11% and re-architecting our data centers reduced our training and inference costs, which will continue to improve our bottom line. We have also made tremendous progress on our balance sheet optimization initiative, which we announced six months ago. Thus far we have eliminated approximately 50% of the expenses incurred during our listing in September 2023. Overall, we have reduced $12.6 million in short-term liabilities through a combination of issuing 1.2 million new shares and a cash payment of $1.65 million. Additionally, we fortified our capital position by raising funds through straight equity deals. This was our strongest quarter in operational discipline and overhead cleanup since going public, and we are confident these efforts will yield results as we sustain this momentum.”

Third Quarter and First Nine-Months Financial Highlights:

Revenue and Key Performance Indicators

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1. Adjusted EBITDA is a non-GAAP financial metric. See “Non-GAAP Financial Measures” at the end of this press release for more information, including a reconciliation to the nearest GAAP financial measure.

Expenses and Net Results

Balance Sheet

Third Quarter Financial Developments

Subsequent Financial Developments

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Third Quarter Operational Highlights, Subsequent Events and Outlook

New Business Developments

DrivebuddyAI

New Certification – On December 6, 2024, Roadzen’s DrivebuddyAI became the first-ever AI-powered driver safety system to receive Automotive Research Association of India (ARAI) certification under India’s Automotive Industry Standard 184 (AIS184) which is expected to be mandated for all 4 million commercial vehicles in India by 2026.

Data Milestone – In December 2024, DrivebuddyAI surpassed one billion kilometers of real-world driving data, enabling continuous improvements in driver safety and monitoring while addressing critical needs for fleet operators, carmakers, and insurers. This data is also invaluable for training autonomous vehicle systems, offering insights across diverse road environments.

Revenue Contracts

Roadzen’s National Automobile Club Signs Contract with Motive

On December 10, 2024, Roadzen announced that it had signed a contract with Motive, one of the largest AI-powered fleet management company in the U.S. to provide 24/7 roadside assistance and towing services nationwide to Motive’s customer base that spans over one million vehicles. According to data from the American Trucking Association, approximately 20% to 30% of commercial trucks in the U.S. require roadside assistance each year.

Roadzen Signs Contract with Simple Energy

On December 31, 2024, Roadzen announced that it had signed a contract with Simple Energy, a top premium EV manufacturer building high-range electric two-wheelers, and a leading global reinsurer to offer extended warranties for Simple Energy vehicles. The reinsurer provides the underwriting capacity and is responsible for paying claims, while Roadzen serves as the program administrator, leveraging its AI-powered technology platform to provide a seamless purchase-to-claims experience for Simple Energy’s customers.

Expanded Revenue Contracts

On December 18, 2024, Roadzen announced that its existing client National Insurance Company Ltd. (NICL), one of India’s top 10 P&C insurers, expanded the geographical scope for Roadzen’s AI powered XClaim Product. NICL has a total of 34 Regional Offices, of which 10 initially joined the Roadzen platform. Based on strong performance, NICL expanded its contract with Roadzen to include an additional 4 regional offices, effective January 1, 2025.

Partnership

On December 11, 2024, Roadzen announced that it had signed a memorandum of understanding for a partnership with Cimarron Underwriters, LLC to secure nationwide Managing General Agent licenses and infrastructure to expand the distribution of its insurance offerings across all 50 U.S. States.

New Product Launch

On October 30, 2024, Roadzen’s AI Lab unveiled MixtapeAI, a platform designed to power AI agents and transform customer interactions. With MixtapeAI, insurers, brokers, agents, carmakers, and fleets can deliver natural, intelligent, personalized, quick, and secure customer responses, while automating complex workflows across multiple touchpoints.

Subsequent Product Development

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On January 28, 2025, Roadzen announced that it was an early adopter to add the DeepSeek open-source reasoning model to its Mixtape AI platform – bringing advanced reasoning-based AI agent capability to businesses in the insurance and mobility sectors while maintaining strict data sovereignty keeping data in local regions, while delivering reduction inference cost. Roadzen is receiving strong interest and positive feedback from select longstanding customers.

General Interest

On December 12, 2024, Roadzen announced that it had been awarded the prestigious IFTA Excellence in InsurTech by India FinTech Forum for demonstrating exceptional innovation, efficiency, and customer impact in the insurance industry.

For more information about Roadzen Inc., please visit https://www.roadzen.ai.

About Roadzen Inc.

Roadzen Inc. (Nasdaq: RDZN) is a global technology company transforming auto insurance using advanced artificial intelligence (AI). Thousands of clients, from the world’s leading insurers, carmakers, and fleets to dealerships and auto insurance 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 as a top AI innovator by publications such as Forbes, Fortune, and Financial Express. Roadzen’s mission is to continue advancing AI research at the intersection of mobility and insurance, ushering in a world where accidents are prevented, premiums are fair, and claims are processed within minutes, not weeks. Headquartered in Burlingame, California, the Company has 320 employees across its global offices in the U.S., U.K. and India.. To learn more, please visit 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 the anticipated benefits of our products and solutions, our expected revenue growth, strategy, 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 July 1, 2024. 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

*** Financial Statements Follow ***

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Roadzen Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(in $, except per share data and share count)

 

Particulars			As of December 31,			As of March 31,
	Notes		2024			2024
Assets
Current assets:
Cash and cash equivalents	3			5,812,935			11,186,095
Accounts receivable, net	4			2,872,912			3,652,380
Inventories				114,504			70,667
Prepayments and other current assets	5			17,122,299			34,426,335
Investments				71,316			507,094
Total current assets				25,993,966			49,842,571
Non current assets
Restricted cash				17,056			378,993
Non marketable securities	6			1,514,796			1,514,796
Property and equipment, net	7			202,092			454,589
Goodwill	18			2,038,911			2,061,553
Operating lease right-of-use assets				915,922			822,327
Intangible assets, net	8			1,101,975			2,989,604
Other long-term assets	9			217,292			71,913
Total assets				32,002,010			58,136,346
Liabilities and stockholders' deficit
Current liabilities
Current portion of long-term borrowings	13			3,291,078			2,228,471
Short-term borrowings	13			19,392,410			15,754,829
Accounts payable and accrued expenses				33,507,926			38,492,487
Derivative warrant liabilities				3,122,987			5,585,955
Short-term operating lease liabilities				361,712			358,802
Other current liabilities	11			1,687,329			3,231,962
Total current liabilities				61,363,442			65,652,506
Long-term borrowings	13			117,121			1,472,933
Long-term operating lease liabilities				354,766			268,856
Other long-term liabilities	14			641,084			1,241,917
Total liabilities				62,476,413			68,636,212
Shareholders' deficit
Ordinary Shares and additional paid in capital, $0.0001 par value per share, 220,000,000 shares authorized as of December 31 2024 and March 31, 2024; 71,968,686 and 68,440,829 shares outstanding as of December 31, 2024 and March 31, 2024 respectively				90,916,130			84,974,378
Accumulated deficit				(223,731,995	)		(151,008,419	)
Accumulated other comprehensive income/(loss)				(788,567	)		(600,501	)
Other components of equity				103,684,947			56,560,706
Total shareholders’ deficit				(29,919,485	)		(10,073,836	)
Non-controlling interest				(554,918	)		(426,030	)
Total deficit				(30,474,403	)		(10,499,866	)
Total liabilities and Shareholders’ deficit, Non-controlling interest				32,002,010			58,136,346

 

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Roadzen Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in $, except per share data and share count)

 

	For the three months ended December 31,							For the nine months ended December 31,
Particulars	2024			2023				2024			2023
Revenue		12,086,286			15,641,441				32,891,901			36,722,932
Costs and expenses:
Cost of services		4,275,787			6,816,794				14,920,847			15,665,565
Research and development		249,635			1,876,839				3,535,778			3,052,244
Sales and marketing		7,659,408			11,137,159				21,538,665			24,663,562
General and administrative		2,770,320			26,676,170				49,027,468			34,855,630
Depreciation and amortization		299,949			451,773				973,670			1,232,626
Total costs and expenses		15,255,099			46,958,735				89,996,428			79,469,627
Loss from operations		(3,168,813	)		(31,317,294	)			(57,104,527	)		(42,746,695	)
Interest income/(expense)		(1,085,326	)		(723,561	)			(2,533,846	)		(1,558,985	)
Fair value gains/(losses) in financial instruments carried at fair value		1,722,864			1,220,362				(16,526,145	)		(22,369,638	)
Other income/(expense) net		(60,082	)		83,347				3,214,798			783,269
Total other income/(expense)		577,456			580,148				(15,845,193	)		(23,145,354	)
(Loss)/Income before income tax expense		(2,591,357	)		(30,737,146	)			(72,949,720	)		(65,892,049	)
Less: income tax (benefit)/expense		(9,068	)		(126,732	)			(83,682	)		(93,382	)
Net (loss)/income before non-controlling interest		(2,582,289	)		(30,610,414	)			(72,866,038	)		(65,798,667	)
Net loss attributable to non-controlling interest, net of tax		(64,599	)		(40,795	)			(131,284	)		(108,004	)
Net (loss)/income attributable to Roadzen Inc.		(2,517,690	)		(30,569,619	)			(72,734,754	)		(65,690,663	)
Net (loss)/income attributable to Roadzen Inc. ordinary shareholders		(2,517,690	)		(30,569,619	)			(72,734,754	)		(65,690,663	)
Basic and diluted		(0.04	)		(0.45	)			(1.06	)		(1.82	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to Roadzen Inc. ordinary shareholders		68,882,560			68,440,829				68,588,608			36,144,311

 

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Roadzen Inc. - Condensed Consolidated Statements of Cash Flows (Unaudited) (in $)

		For the nine months ended
Particulars		December 31, 2024			December 31, 2023
Cash flows from operating activities
Net loss including non controlling interest			(72,866,038	)		(65,798,667	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			973,670			1,232,626
Stock based compensation			47,135,419			30,779,664
Deferred income taxes			(221,135	)		36,283
Unrealised foreign exchange loss/(profit)			17,102			628,435
Fair value losses in financial instruments carried at fair value			16,526,145			22,369,638
Gain on fair valuation of investments			-			(1,812	)
Expected credit loss (net of reversal)			185,903			208,264
Balances written off/(back)			(3,194,072	)		—
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions:
Inventories			(45,899	)		30,013
Income taxes, net			-			19,286
Accounts receivables, net			584,063			2,412,838
Prepayments and other assets			(2,443,471	)		(24,935,177	)
Accounts payable and accrued expenses and other current liabilities			653,566			19,656,629
Other liabilities			(1,736,497	)		(1,219,411	)
Net cash used in operating activities			(14,431,244	)		(14,581,391	)
Cash flows from investing activities
(Purchase)/Sale of property, plant and equipment			(50,418	)		(423,575	)
Acquisition of businesses			-			(5,749,203	)
(Investment)/Proceeds from mutual funds			472,140			(500,000	)
Proceeds from forward purchase agreement			1,000,000			-
Net cash used in investing activities			1,421,722			(6,672,778	)
Cash flows from financing activities
Proceeds from business combination			-			32,770
Proceeds from issue of preferred stock			-			6,079,409
Proceeds from issue of Ordinary Shares			2,503,752			-
Proceeds from long-term borrowings			-			2,806,638
Net proceeds/(payments) from long-term borrowings			26,047			(1,025,884	)
Net proceeds/(payments) from short-term borrowings			4,703,098			10,702,721
Net cash generated from financing activities			7,232,897			18,595,654
Effect of exchange rate changes on cash and cash equivalents			41,528			108,532
Net (decrease)/increase in cash and cash equivalents (including restricted cash)			(5,735,097	)		(2,549,983	)
Cash acquired in business combination			-			11,252,546
Cash and cash equivalents at the beginning of the period (including restricted cash)			11,565,088			1,131,830
Cash and cash equivalents at the end of the period (including restricted cash)			5,829,991			9,834,394
Reconciliation of cash and cash equivalents
Cash and cash equivalents			5,812,935			9,406,697
Restricted cash			17,056			427,697
Total cash and cash equivalents			5,829,991			9,834,394
Supplemental disclosure of cash flow information
Cash paid for interest, net of amounts capitalized			1,472,564			174,934
Cash paid for income taxes, net of refunds			-			-
Non-cash investing and financing activities
Convertible preferred stock issued on conversion of convertible notes			-			-
Consideration payable in connection with acquisitions			488,000			1,850,384
Interest accrued on borrowings			508,891			451,805

 

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Non-GAAP Financial Measures

This press release includes Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (Adjusted EBITDA), is a non-GAAP financial measure which excludes the impact of finance costs, taxes, depreciation and amortization and certain other items from reported net profit or loss. We believe that Adjusted EBITDA aids investors by providing an operating profit/loss without the impact of non- cash depreciation and amortization and certain other items to help clarify sustainability and trends affecting the business. For comparability of reporting, management considers non-GAAP measures in conjunction with U.S. GAAP financial results in evaluating business performance. Adjusted EBITDA should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with U.S. GAAP. In addition, Adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity.

Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as substitutes for financial information presented under GAAP. There are a number of limitations related to the use of non-GAAP financial measures versus comparable financial measures determined under GAAP. For example, other companies in our industry may calculate these non-GAAP financial measures differently or may use other measures to evaluate their performance. These limitations could reduce the usefulness of these non- GAAP financial measures as analytical tools. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures and to not rely on any single financial measure to evaluate our business.

The following tables reconcile our net loss reported in accordance with U.S. GAAP to Adjusted EBITDA:

	For the three months ended December 31,
Particulars	2024			2023
Net loss		(2,582,289	)		(30,610,414	)
Adjusted for:
Other (income)/expense net		60,082			(83,347	)
Interest (income)/expense		1,085,326			723,561
Fair value changes in financial instruments carried at fair value(1)		(1,722,864	)		(1,220,362	)
Tax (benefit)/expense		(9,068	)		(126,732	)
Depreciation and amortization		299,949			451,773
Stock based compensation expense		158,163			27,253,455
Non-cash expenses		520,138			56,133
Non-recurring expenses		322,833			457,703
Adjusted EBITDA		(1,867,730	)		(3,098,230	)

 

	For the nine months ended December 31,
Particulars	2024			2023
Net loss		(72,866,038	)		(65,798,667	)
Adjusted for:
Other (income)/expense net		(3,214,798	)		(783,269	)
Interest (income)/expense		2,533,846			1,558,985
Fair value changes in financial instruments carried at fair value(1)		16,526,145			22,369,638
Tax (benefit)/expense		(83,682	)		(93,382	)
Depreciation and amortization		973,670			1,232,626
Stock based compensation expense		47,135,419			30,779,664
Non-cash expenses		1,156,328			228,024
Non-recurring expenses		953,316			2,277,449
Adjusted EBITDA		(6,885,794	)		(8,228,932	)

 

(1) Fair value changes in financial instruments are considered to be financing costs as they relate to convertible notes and the Forward Purchase Agreement. These changes are non-cash as these changes in fair value are affected by the volatility of the Company’s share price.

 

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v3.25.0.1

Document And Entity Information	Feb. 12, 2025
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2025
Entity Registrant Name	ROADZEN INC.
Entity Central Index Key	0001868640
Entity Emerging Growth Company	true
Entity File Number	001-41094
Entity Incorporation, State or Country Code	D8
Entity Tax Identification Number	98-1600102
Entity Address, Address Line One	111 ANZA BLVD
Entity Address, Address Line Two	SUITE 109
Entity Address, City or Town	BURLINGAME
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94010
City Area Code	(347)
Local Phone Number	745-6448
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each warrant exercisable for one ordinary share, each at an exercise price of $11.50 per share
Trading Symbol	RDZNW
Security Exchange Name	NASDAQ
Ordinary Shares, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Ordinary Shares, par value $0.0001 per share
Trading Symbol	RDZN
Security Exchange Name	NASDAQ

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