Roadzen Inc.

Current report

The recent dismissal by the United States District Court for the Southern District of New York (“USDC NY”) of substantially all of our claims against Meteora, and the pleading-stage determinations underlying that dismissal, may prevent us from recovering amounts we believe are owed to us under the FPA and could adversely affect related claims.

Current report

As described in Part II, Item 1, “Legal Proceedings,” on July 9, 2026 the USDC NY granted Meteora’s motion to dismiss the claims asserted in our amended complaint against Meteora and its principals, including our claims for breach of contract, breach of the implied duty of good faith and fair dealing, securities fraud and violations of the RICO, through which we sought to recover the amounts we allege are owed to us under the FPA and its January 2024 amendment. The Company has filed an appeal to the United States Court of Appeals for the Second Circuit. In reaching its decision, the USDC NY made determinations at the pleading stage regarding, among other things, the plain-language interpretation of the FPA and the effect of its merger and integration clause on prior term sheets and alleged oral representations, and concluded that certain of our fraud, misrepresentation and RICO theories were either duplicative of contract theories or barred under the Private Securities Litigation Reform Act. Although these determinations were made under a pleading standard that assumes the truth of our allegations, they may be cited by Meteora, or by other commercial counterparties, in future proceedings, and could affect our ability to prosecute the appeal, the pending Chancery Court action, or any related or subsequent litigation. Appeals of orders granting motions to dismiss are inherently uncertain, are decided on the pleadings without the benefit of a developed factual record, and may take a substantial period of time to resolve. If our appeal is unsuccessful, or is successful only in part, we may be unable to recover all or any portion of the amounts we believe are owed to us. The loss of such potential recovery could adversely affect our liquidity, results of operations and financial condition, and could require us to seek alternative sources of capital on less favorable terms, or in amounts less than we may require.

Current report

We have incurred, and expect to continue to incur, substantial legal fees and other expenses in connection with the Meteora litigation, and we may become liable for the fees and costs of Meteora if we do not prevail in one or more of these proceedings.

Current report

In connection with our appeal of the July 9, 2026 USDC NY order and the related action pending in the Chancery Court, we have incurred, and expect to continue to incur, substantial fees and disbursements payable to outside counsel, expert witnesses and other advisors, and we expect these expenditures to continue over an extended period. In addition, under applicable law, procedural rules, or the terms of the FPA or the Subscription Agreement, we may become liable for a portion of the prevailing party’s attorneys’ fees, costs and other litigation-related expenses in one or more of these proceedings. If our appeal to the Second Circuit is unsuccessful, or if the Chancery Court rules adversely to us on Meteora’s pending summary judgment application or in any subsequent phase of the Delaware action, our aggregate exposure in respect of legal fees, disbursements, costs and any fee-shifting or indemnification awards could be material. The ultimate magnitude of any such exposure cannot currently be ascertained, as it will depend on, among other factors, the final disposition of each proceeding, the timing and scope of any award, the volume of work performed by counsel through resolution, and the availability and terms of any applicable insurance. The Meteora litigation also requires significant management attention that would otherwise be devoted to our operations. Any material fee-shifting liability, or the cumulative cost of prosecuting and defending these matters, could have a material adverse effect on our results of operations, cash flows and financial condition in the periods in which such amounts are incurred or recorded.

Current report

Because our appeal of the USDC NY action and the Chancery Court action against us remain pending, the ultimate outcome of the Meteora litigation cannot presently be determined, and we may be required to pay damages to Meteora. In addition, and any recovery we may obtain in excess of the written-down carrying value of our FPA-related asset will not be recognized until realized.

Current report

Our appeal of the July 9, 2026 USDC NY order is at an early procedural stage, and the Chancery Court action, in which Meteora has sought, among other relief, a declaratory judgment that its obligations to us under the FPA are limited to $914,726.53, remains held in abeyance pending the Chancery Court’s decision on Meteora’s summary judgment application, which the Chancery Court advised the parties following the May 21, 2026 hearing would be rendered in no more than ninety days. Meteora is also seeking damages against us in the Chancery Court action. Litigation and appellate proceedings of this nature are inherently uncertain and are subject to numerous factors outside our control, including the appellate court’s interpretation of the FPA, the Subscription Agreement and the pleadings, the Chancery Court’s disposition of Meteora’s summary judgment application, any subsequent rulings and schedules in either forum, developments in discovery (if and when it occurs), and the availability and outcome of any further appellate review. As described in Note 5 to our condensed consolidated financial statements included elsewhere in this Quarterly Report, during the quarter we recorded a write-down of our FPA-related prepaid asset to $914,726.53, reflecting the amount that, based on currently available information, we consider supportable under U.S. generally accepted accounting principles. That accounting determination does not constitute a concession by the Company of its legal position in the appeal or in the Chancery Court action, in each of which we continue to seek, and to defend against Meteora’s efforts to limit, recovery in amounts materially in excess of $914,726.53. Consistent with U.S. generally accepted accounting principles, any recovery ultimately obtained in excess of the written-down carrying value will be recognized only when realized or realizable, and no assurance can be given that any such additional recovery will be obtained. Conversely, we have not recorded a liability in respect of any potential adverse outcome, because, taking into account the write-down described above, we do not believe that any further loss is both probable and reasonably estimable at this time. However, if Meteora were to prevail in its claims against us, we may be required to pay damages to Meteora, which could be substantial.

Current report

The write-down of our FPA-related prepaid asset resulted in a material non-cash charge to our results of operations for the quarter and reduced our reported equity, and further adjustments could be required in future periods depending on developments in the Meteora litigation.

Current report

During the quarter ended June 30, 2026, we recorded a non-cash write-down of our FPA-related prepaid asset to $914,726.53, resulting in a charge of approximately $5.9 million reflected in the Fair value losses in financial instruments carried at fair value in our condensed consolidated statement of operations, and a corresponding reduction in our reported total equity. The write-down was based on our assessment, under U.S. generally accepted accounting principles and in light of the July 9, 2026 USDC NY order and the current procedural posture of the Chancery Court action, of the amount of the FPA-related asset that we consider supportable at this time, and is not a determination of the amount that we believe is legally owed to us by Meteora, which we continue to pursue through the Second Circuit appeal and to defend in the Chancery Court action. The carrying value of the FPA-related asset may require further adjustment in future periods, up to and including reduction to zero, depending on subsequent developments, including the outcome of the Chancery Court’s decision on Meteora’s summary judgment application, the ultimate disposition of the Second Circuit appeal, and any other developments in the Meteora litigation. Because the write-down is non-cash, it did not affect our liquidity in the period recorded; however, the associated reduction in reported earnings and equity, and any further such adjustments, could adversely affect investor perceptions of the Company, the market price and trading volume of our Ordinary Shares and Public Warrants, and our compliance with covenants or other financial requirements under any existing or future financing arrangements.

Current report

Publicity concerning the Meteora litigation could adversely affect our reputation and the market price and trading volume of our Ordinary Shares and Public Warrants.

Current report

The Meteora litigation, including the USDC NY’s July 9, 2026 order dismissing our claims and our pending appeal of that order, has attracted, and may continue to attract, media and investor attention. Publicity relating to the litigation, including publicity concerning the USDC NY’s characterizations of our pleadings, the interpretation of the FPA and the Subscription Agreement, and our former SPAC counterparties, could adversely affect our reputation, our relationships with commercial counterparties, customers and investors, and the market price and trading volume of our Ordinary Shares and Public Warrants. Adverse publicity concerning the Chancery Court action, or any adverse determination in that action, could have a similar effect. In addition, negative sentiment regarding the litigation may make it more difficult or more costly for us to access the capital markets, negotiate with commercial counterparties, or retain key employees.

Previous report

The unaudited financial information of the newly consolidated entities included in this filing is preliminary, and our actual financial condition and results of operations may differ materially.

Previous report

The financial statements of the newly consolidated entities for the period presented are unaudited. The consolidation of acquired or newly consolidated businesses involves complex and subjective accounting policies and significant estimates, particularly in areas such as fair value measurements, purchase price allocations, and the identification and elimination of intercompany transactions and balances. The absence of an independent audit increases the risk that these financial statements could contain material errors or misstatements that might not be detected on a timely basis, which could adversely affect investor confidence and potentially require restatements in the future.

Previous report

Our newly consolidated joint venture in China exposes us to significant geopolitical, regulatory, and economic risks that could adversely affect our business, results of operations, and financial condition.

Previous report

As a result of our recently consolidated joint venture in China, we are now subject to the economic, political, and regulatory conditions prevailing in that country. The relationship between the United States and the People’s Republic of China has become increasingly complex and, at times, adversarial. Ongoing trade tensions, evolving export controls, restrictions on technology transfers, sanctions, tariffs, and potential limitations on U.S. investment in Chinese entities could materially and adversely affect our ability to operate, repatriate profits, or maintain supply and customer relationships in China. Actions by either government, including new or expanded restrictions on cross-border transactions, data flows, or technology licensing, could disrupt our operations or require us to restructure aspects of our business in China.

Previous report

In addition, China’s regional relationships present further geopolitical risks. In particular, increasing tensions between China and India – a key market and strategic geography for our business – could lead to trade restrictions, border disruptions, or regulatory actions that may impair our ability to coordinate operations, transfer technology, or manage resources effectively across jurisdictions. Any deterioration in diplomatic or trade relations among the United States, China and India could also negatively affect global economic stability and demand for our products and services.

Previous report

The Chinese regulatory environment is also characterized by frequent changes and government intervention, including in areas such as data privacy, foreign investment, and national security reviews. Unanticipated regulatory changes or enforcement actions could adversely affect our joint venture’s operations, governance, or ownership structure, and could limit our ability to control or derive economic benefit from the structure.

Previous report

We may not receive consistent, complete, or reliable financial and operational information from our joint venture in China, which could result in material misstatements, impairments, or write-offs of our investment.

Previous report

Our recently consolidated joint venture in China presents significant challenges in obtaining timely, accurate, and complete financial information necessary for U.S. GAAP reporting and internal control purposes. The joint venture operates in a jurisdiction where accounting standards, internal control practices, and regulatory oversight may differ materially from those in the United States. We rely heavily on local management for financial reporting, operational metrics, and other information necessary to prepare our consolidated financial statements and maintain effective internal control over financial reporting. Differences in accounting practices, delays in reporting, or incomplete disclosures may limit our visibility into the joint venture’s performance and financial condition.

Previous report

Despite our oversight efforts, there can be no assurance that we will continue to receive consistent, reliable, or verifiable information from the joint venture. Delays, inaccuracies, or lack of transparency in financial reporting could impair our ability to prepare consolidated financial statements in accordance with SEC and PCAOB requirements. If we are unable to obtain sufficient and appropriate information to support the carrying value of our investment or to ensure compliance with internal control standards, we may be required to record an impairment charge or a full write-off of our investment in the joint venture.

Previous report

We have experienced similar challenges in the past with our joint venture in China, including instances where limited visibility and lack of reliable financial information led to a full write-off. A recurrence of such issues with our Chinese joint venture could materially and adversely affect our financial condition, results of operations, and investor confidence in our reporting integrity.

Previous report

Our consolidation of the joint venture in China is based on board control rather than majority equity ownership, and changes in governance, regulation, or local enforcement could cause us to lose control or require deconsolidation.

Previous report

As discussed in Note 18. Business Combination to our unaudited condensed consolidated financial statements, we consolidate our joint venture in China because we currently exercise control through our rights to a majority of the votes of the board of directors, and our ability to direct the joint venture’s key operating and financial policies. Our equity ownership in the joint venture, however, represents less than a majority of its outstanding equity interests.

Previous report

Because our consolidation is based on governance and contractual rights rather than full equity control, there is no assurance that we will continue to have the ability to direct the activities that most significantly affect the joint ventures’ economic performance. Any changes in the joint venture’s governing documents, shareholder arrangements, local corporate law, or government interpretation of control could limit our decision-making authority or cause us to lose our ability to consolidate the entity under U.S. GAAP.

Previous report

If we were required to deconsolidate the joint venture, we would record our remaining interest under the equity method or at fair value, which could result in a material gain or loss and would significantly reduce our reported revenues, assets, and liabilities. In addition, loss of control could impair our strategic position in the Chinese market and require us to reassess our local operating model.

Previous report

Given the evolving nature of foreign ownership restrictions, corporate governance enforcement, and national security considerations in China, our continued ability to consolidate the joint venture cannot be assured, and any loss of control could materially and adversely affect our financial condition, results of operations, and disclosures in future periods.