UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number 001-41094
ROADZEN INC.
(Exact name of Registrant as specified in its Charter)
| British Virgin Islands | 98-1600102 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
111 Anza Boulevard, Suite 109 Burlingame, California | 94010 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 414-3530
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of $1.19 per share of the Registrant’s ordinary shares on the Nasdaq Stock Market LLC on September 30, 2024, was $50,896,581.
The number of Registrant’s ordinary shares outstanding as of June 20, 2025 was .
Explanatory Note
This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended March 31, 2025, which was filed with the Securities and Exchange Commission on June 26, 2025 (the “Original Filing”), is being filed to include the information required by Item 15 under Part IV of this Form 10-K/A. When the Company filed the Original Filing, it unintentionally omitted a Consent from our Independent Registered Public Accounting Firm. As a result of this amendment, (1) the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 filed as exhibits to the Original Filing, have been re-executed and re-filed as of the date of this Form 10-K/A; and (2) a Consent of our Independent Registered Public Accounting Firm dated November 19, 2025, relating to its reports dated June 26, 2025 is being filed. Accordingly, the exhibits listed under Item 15 of Part IV of this Form 10-K/A are being updated to reflect the consent and new certifications described above. All references to “we,” “us,” and “our,” or the “Company” in this Form 10-K/A refer to Roadzen Inc.
Except for the foregoing amended information, this Form 10-K/A continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date.
Table of Contents
| Page | ||
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 1 |
| i |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a)(3) Exhibits.
The following is a list of exhibits filed, furnished, or incorporated by reference as part of this Amendment No. 1 to our Annual Report on Form 10-K.
Exhibit Index
| 1 |
| 2 |
| * | Filed herewith. |
| ** | Furnished herewith. |
| † | Management contract or compensatory plan or arrangement. |
| 3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROADZEN INC. | ||
| Date: November 19, 2025 | By: | /s/ Rohan Malhotra |
| Name: | Rohan Malhotra | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Rohan Malhotra | Chief Executive Officer and Director | November 19, 2025 | ||
| Rohan Malhotra | (Principal Executive Officer) | |||
| /s/ Jean-Noël Gallardo | Chief Financial Officer | November 19, 2025 | ||
| Jean-Noël Gallardo | (Principal Financial and Accounting Officer) | |||
| /s/ Steven Carlson | Chairman and Director | November 19, 2025 | ||
| Steven Carlson | ||||
| /s/ Supurna VedBrat | Director | November 19, 2025 | ||
| Supurna VedBrat | ||||
| /s/ Zoë Ashcroft | Director | November 19, 2025 | ||
| Zoë Ashcroft | ||||
| /s/ Diane B. Glossman | Director | November 19, 2025 | ||
| Diane B. Glossman |
| 4 |