{"url_path":"/sec/rdzn/8-k/2026-07-09/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-09","source_url":"https://www.sec.gov/Archives/edgar/data/1868640/0001493152-26-032702-index.html","accession_number":"0001493152-26-032702","cik":"0001868640","ticker":"RDZN","issuer_name":"Roadzen Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1868640/0001493152-26-032702-index.html","primary_entity_key":"0001868640","primary_entity_name":"Roadzen Inc."},"word_count":611,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn July 3, 2026, Roadzen Technologies Limited (“Roadzen India”), a subsidiary of Roadzen Inc.\n(the “Company”), entered into a Share Purchase Agreement (the “Purchase Agreement”) with the shareholders\n(the “Sellers”) of Riverside International Holdings Ltd (“Riverside”), pursuant to which Roadzen India has\nagreed to purchase Riverside, a managing general agent specializing in short-term car rental insurance across Europe. Under the\nPurchase Agreement and subject to the terms and conditions set forth therein, Roadzen India will purchase the entire issued share\ncapital of Riverside from the Sellers for a total purchase price of up to £12 million (Twelve Million Pounds Sterling) (the\n“Transaction”), of which £6 million is payable at the closing of the Transaction (the “Closing”) and\nthe remaining £6 million is payable over a three-year period following the Closing, based on Riverside achieving certain\nperformance milestones. The purchase price is payable in cash, except that two of the Sellers have the option to elect to receive\nthe portion of the purchase price payable to them at Closing in the form of shares of Roadzen India, at a price per share based on a\nvaluation of Roadzen India of INR 2,500 crore, and is subject to adjustment based on Riverside’s cash, indebtedness and\nworking capital at Closing. The Purchase Agreement has been approved by the Board of Directors of Roadzen.\n\n \n\nThe\nPurchase Agreement contains customary warranties, covenants and indemnification obligations of the parties, and is subject to closing\nconditions including, among others more fully described in the Purchase Agreement, the receipt of certain regulatory approvals. Unless\nfulfilled or otherwise waived by the parties, if any of the closing conditions are not fulfilled by July 3, 2027, the Purchase Agreement\nshall be terminated and the Transaction shall not be completed. The Purchase Agreement provides that £600,000 of the purchase price\npayable at Closing will be deposited into a retention account to provide a source of recovery to Roadzen India for claims based on the\nSellers’ indemnification obligations or breaches by the Sellers of their representations and warranties, and Roadzen India’s\nright to recovery for claims is subject to certain limitations and conditions set forth in the Purchase Agreement.\n\n \n\nThe\nPurchase Agreement governs the contractual rights between the parties in relation to the Transaction. The Purchase Agreement has been\nfiled as an exhibit to this Current Report on Form 8-K to provide investors with information regarding the terms of the Agreement and\nis not intended to provide, modify or supplement any information about Roadzen India, Riverside, or any of their respective subsidiaries\nor affiliates, or their respective businesses. In particular, the Purchase Agreement is not intended to be, and should not be relied\nupon as, disclosures regarding any facts and circumstances relating to the Company, Roadzen India or Riverside. The warranties contained\nin the Purchase Agreement have been negotiated with the principal purpose of allocating risk between the parties, rather than establishing\nmatters as facts. The representations and warranties may also be subject to contractual standards of materiality that may be different\nfrom those generally applicable under the securities laws. For the foregoing reasons, the representations and warranties should not be\nrelied upon as statements of factual information. Moreover, information concerning the subject matter of the representations and warranties\nmay change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s\npublic disclosures.\n\n \n\nThe\nforegoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of\nPurchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K."}