SEC Form SC 13G filed by Vahanna Tech Edge Acquisition I Corp.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. __)*

ROADZEN INC.

(Name of Issuer)

Common Stock, par value US$0.0001 per share

(Title of Class of Securities)

G7606H108

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

Page 1 of 13 Pages

Exhibit Index Contained on Page 10

¹ Based on 68,440,829 shares of the Issuer’s Common Stock outstanding as of November 13, 2023, as set forth in the Issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2023, filed with the United States Securities and Exchange Commission (the “Commission”) on November 13, 2023 (the “Form 10-Q”).

² Based on 68,440,829 shares of the Issuer’s Common Stock outstanding as of November 13, 2023, as set forth in the Form 10-Q.

³ Based on 68,440,829 shares of the Issuer’s Common Stock outstanding as of November 13, 2023, as set forth in the Form 10-Q.

⁴ Based on 68,440,829 shares of the Issuer’s Common Stock outstanding as of November 13, 2023, as set forth in the Form 10-Q.

Burlingame, California 94010

This Schedule 13G is being filed by (i) WI Harper Fund VIII LP, a Cayman Islands exempted limited partnership (“WI Harper VIII”); (ii) WI Harper Fund VIII Management LP, a Cayman Islands exempted limited partnership (“Management VIII”); (iii) WI Harper Fund VII GP LLC, a Cayman Islands limited liability company (“GP LLC”); and (iv) Peter Liu (“Liu”), a citizen of the United States. The foregoing entities and individual are collectively referred to as the “Reporting Persons.”

Management VIII is the general partner of WI Harper VIII and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by WI Harper VIII. GP LLC is the general partner of Management VIII and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by WI Harper VIII. Liu is the sole member of GP LLC and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by WI Harper VIII.

The address for each of WI Harper VIII, Management VIII and GP LLC is:

PO Box 309, Ugland House,

Grand Cayman, KY1-1104, Cayman Islands

The address for Liu is:

10F-2, Ruentex Banking Tower

76 Tun Hua South Road, Section 2,

Taipei TW 106

Each of WI Harper VIII and Management VIII is an exempted limited partnership organized under the laws of the Cayman Islands. GP LLC is a limited liability company organized under the laws of the Cayman Islands. Liu is a citizen of the United States of America.

G7606H108

See Row 6 of the cover page for each Reporting Person.

See Row 7 of the cover page for each Reporting Person.

Under certain circumstances set forth in the limited partnership agreements of each of WI Harper VIII and Management VIII, and the limited liability company agreement of GP LLC, the general partner and limited partners or members or directors, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member or director, as the case may be.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 7, 2024

* This Schedule 13G was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are included herein as an exhibit to this Schedule 13G.

EXHIBIT INDEX

exhibit A

Agreement of Joint Filing

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Date: February 7, 2024

* This joint filing statement was executed pursuant to a Power of Attorney. Note that copies of the applicable Powers of Attorney are included herein as an exhibit to this Schedule 13G.

exhibit B

POWER OF ATTORNEY

Each of the undersigned entities and individuals (collectively, the “Reporting Persons”) hereby authorizes and designates WI Harper Fund VII GP LLC or such other person or entity as is designated in writing by Angela Hu (the “Designated Filer”) as the beneficial owner to prepare and file on behalf of such Reporting Person individually, or jointly together with the other Reporting Persons, any and all reports, notices, communications and other documents (including, but not limited to, reports on Schedule 13D, Schedule 13G, Form 13-F, Form 3, Form 4 and Form 5) that such Reporting Person may be required to file with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (together with the implementing regulations thereto, the “Act”) and the Securities Exchange Act of 1934, as amended (together with the implementing regulations thereto, the “Exchange Act”) (collectively, the “Reports”) with respect to each Reporting Person’s ownership of, or transactions in, securities of any entity whose securities are beneficially owned (directly or indirectly) by such Reporting Person (collectively, the “Companies”).

Each Reporting Person hereby further authorizes and designates Angela Hu (the “Authorized Signatory”) to execute and file on behalf of such Reporting Person the Reports and to perform any and all other acts, which in the opinion of the Designated Filer or Authorized Signatory may be necessary or incidental to the performance of the foregoing powers herein granted.

The authority of the Designated Filer and the Authorized Signatory under this document with respect to each Reporting Person shall continue until such Reporting Person is no longer required to file any Reports with respect to the Reporting Person’s ownership of, or transactions in, the securities of the Companies, unless earlier revoked in writing. Each Reporting Person acknowledges that the Designated Filer and the Authorized Signatory are not assuming any of the Reporting Person’s responsibilities to comply with the Act or the Exchange Act.

Date: February 7, 2024