Roadzen Inc.

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may be subject to litigation and claims arising in the ordinary course of business. Other than as described below, we are not currently a party to any material legal proceedings and we are not aware of any pending or threatened legal proceedings against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

On April 17, 2025, Roadzen filed a lawsuit in Palm Beach County, Florida against Meteora Capital Partners, LP and affiliated entities (“Meteora”), alleging willful breach of contract and conduct that has damaged Roadzen and its public market value. The lawsuit stems from a Forward Purchase Agreement (the “FPA”) signed in August 2023, under which Meteora agreed to acquire 5 million shares in Roadzen at effectively a zero-cost basis and to remit proceeds from the sale of those shares to Roadzen under certain contractual mechanisms. Roadzen alleged that, despite negotiated safeguards, Meteora sold Roadzen shares without honoring its payment obligations or providing the required notices under the FPA. Roadzen also asserted a claim against Meteora for breach of Meteora’s duty of good faith and fair dealing by reason of the foregoing refusal to submit payment upon the sale of the shares of Roadzen stock that in effect Meteora received and was holding at a defacto zero cost basis.

On April 18, 2025, Meteora filed a separate lawsuit against the Company in the Court of Chancery of the State of Delaware, also arising out of the FPA and the subscription agreement, dated August 25, 2023, between the Company and Meteora (the “Subscription Agreement”). In its complaint, among other things, Meteora alleged breach of contract by the Company based on the Company’s registration obligations under the Subscription Agreement and seeks specific performance and damages, as well as declaratory judgment that (i) Meteora complied with its obligations under the FPA and Subscription Agreement, (ii) the Company breached certain of its registration obligations under the Subscription Agreement and (iii) Meteora’s obligations to the Company under the FPA are limited to $914,726.53.

On May 23, 2025, the Company removed the pending action to the United States District Court for the District of Delaware. Thereafter, on June 3, 2025, Meteora moved to remand the action back to the Court of Chancery, and subsequently sought default judgment against the Company in the Chancery Court and also made a separate application to the Chancery Court for summary judgment on the claims asserted. The District Court denied Meteora’s request for default judgement on October 17, 2025. Opposition to Meteora’s application for summary judgment was filed and the Chancery Court held a hearing on May 21, 2026, after which the Chancery Court advised all parties that a decision would be rendered in no more than ninety days. Until the Court renders its decision all proceedings in the case have been held in abeyance.

On September 23, 2025, the Company filed a lawsuit in the United States District Court for the Southern District of New York (“USDC NY”) against the Meteora companies and its principals alleging, among other things, securities fraud and violations of the Racketeer Influenced and Corrupt Organizations Act (“RICO”) by Meteora. The Company filed a voluntary discontinuance of the Florida case against Meteora on October 17, 2025 and thereafter filed an amended complaint in USDC NY to include the breach of contract and breach of duty of good faith and fair dealing originally asserted in the Florida complaint.

On January 30, 2026, Meteora filed an application to dismiss the USDC NY case; the Company’s opposition papers were filed in early March 2026. On July 9, 2026, the USDC NY issued an order dismissing the Company’s lawsuit against Meteora in its entirety, with prejudice as to all claims other than a single breach-of-contract theory relating to Meteora’s alleged failure to timely advance funds under the January 2024 amendment to the FPA, as to which the USDC NY granted leave to file a second amended complaint. The Company elected not to file a second amended complaint with respect to that theory and has appealed the dismissal in its entirety to the United States Court of Appeals for the Second Circuit. The appeal remains pending as of the date of this Quarterly Report, and the Chancery Court action likewise remains pending, held in abeyance as described above.

In light of the July 9, 2026 order of the USDC NY and the current procedural posture of the Chancery Court action, and after consideration of the requirements of U.S. generally accepted accounting principles, during the quarter ended June 30, 2026 the Company recorded a non-cash write-down of its FPA-related prepaid asset to $914,726.53, resulting in a charge of approximately $5.9 million to its condensed consolidated results of operations for the quarter. Reference is made to Note 5 to the condensed consolidated financial statements included elsewhere in this Quarterly Report for a further description of the write-down and the related accounting treatment. The write-down represents an accounting determination as to the amount of the FPA-related asset that the Company considers supportable at this time and 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 the Company continues to seek, and to defend against Meteora’s efforts to limit, recovery in amounts materially in excess of $914,726.53. Any additional recovery ultimately obtained in respect of the FPA will be recognized in the Company’s consolidated financial statements only when realized or realizable, in accordance with U.S. generally accepted accounting principles.

The Company is unable at this time to predict the timing or ultimate outcome of the Second Circuit appeal or the Chancery Court action, and actual outcomes could differ materially from current expectations. For a discussion of certain risks relating to the Meteora litigation and the related write-down, see Part II, Item 1A, “Risk Factors,” in this Quarterly Report.