Roadzen Inc.
For the period ended Dec 31, 2025. Filed Feb 12, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2025 · Filed Feb 12, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2025
| ☐ | 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 Blvd., Suite 109 Burlingame, California | 94010 |
|---|---|
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:650-414-3530
(Former name or former address, if changed since last report)
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 (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 15 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 15 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, a 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒
As of February 10, 2026, there were 79,695,672 Ordinary Shares, $0.0001 par value per share, issued and outstanding.
TABLE OF CONTENTS
| Page | |||
|---|---|---|---|
| Cautionary Note Regarding Forward-Looking Statements | |||
| PART I – Financial Information | |||
| ITEM 1. | Financial Statements (Unaudited) | 1 | |
| Condensed Consolidated Balance Sheets as of December 31, 2025 and March 31, 2025 | 1 | ||
| Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2025 and 2024 | 2 | ||
| Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2025 and 2024 | 3 | ||
| Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended December 31, 2025 and 2024 | 4 | ||
| Condensed Consolidated Statement of Shareholders’ deficit | 5 | ||
| Notes to Condensed Consolidated Financial Statements | 6 | ||
| ITEM 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 35 | |
| ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk | 57 | |
| ITEM 4. | Controls and Procedures | 57 | |
| PART II- Other Information | |||
| ITEM 1. | Legal Proceedings | 58 | |
| ITEM 1A. | Risk Factors | 59 | |
| ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 60 | |
| ITEM 3. | Defaults Upon Senior Securities | 60 | |
| ITEM 4. | Mine Safety Disclosures | 60 | |
| ITEM 5. | Other Information | 60 | |
| ITEM 6. | Exhibits | 61 | |
| SIGNATURES | 62 | ||
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