Roadzen Inc美股招股说明书(2025-11-20版)

(to Prospectus dated November 12, 2024) $5,555,555Junior Convertible Notes Roadzen Inc. Roadzen Inc. (the “Company” or “we”) is offering (the “Offering”) Junior Convertible Notes (each, a “Note” and collectively, the“Notes”) with an aggregate principal value of $5,555,555 pursuant to this prospectus supplement and the accompanying prospectus,which Notes are convertible into our ordinary shares, par value $0.0001 per share (“Ordinary Shares”). We are also offering by this The Notes have an original issue discount of approximately 10%, resulting in gross proceeds to us of $5,000,000 before fees and otherexpenses. The Notes will mature eighteen months from the date of issuance and will bear interest at a rate of 14% per annum(increasing to 18% per annum upon the occurrence and during the continuation of an event of default). $925,000 or the principalamount then outstanding under the Notes, as applicable, together with deferred amount under the Notes and accrued but unpaidinterest, is payable quarterly, commencing three months after the date of issuance. The Notes will have an initial conversion price of$2.25 (the “Conversion Price”) and will be convertible at any time, in whole or in part and subject to certain beneficial ownership We have engaged Maxim Group LLC as the placement agent (the “Placement Agent”) with respect to this Offering. The PlacementAgent is not purchasing or selling any securities offered hereby, nor is it required to arrange for the purchase or sale of any specificnumber or dollar amount of securities, but it has agreed to use its reasonable commercial efforts to arrange for the sale of all of thesecurities. We have agreed to pay the Placement Agent’s fees totaling 3.5% of the aggregate gross proceeds from the sale of the Notesbeing offered hereby. Because there is no minimum amount of securities that must be sold as a condition to closing this offering, the Our Ordinary Shares are listed on The Nasdaq Global Market under the symbol “RDZN.” The last reported sale price of our OrdinaryShares on November 18, 2025 was $1.38 per share. There is no established public trading market for the Notes, and we do not expecta market to develop. We do not intend to list the Notes on the Nasdaq Global Market, any other national securities exchange or any Investing in our securities involves certain risks. See the risk factors in our most recent Annual Report on Form 10-K filed onJune 26, 2025, which is incorporated by reference herein, as well as in any other recently filed quarterly or current reports. Weurge you to carefully read this prospectus, together with the documents we incorporate by reference, describing the terms of Investing in our Ordinary Shares involves a high degree of risk. You should carefully review the risks and uncertaintiesdescribed under the heading “Risk Factors” in this prospectus supplement beginning on page5, and under similar headings in Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any Maxim Group LLC The date of this prospectus supplement is November 20, 2025. You should rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanyingprospectus and in any free writing prospectus that we have authorized for use in connection with this offering. We have not authorizedanyone to provide you with different information. If anyone provides you with different or inconsistent information, you should notrely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You shouldassume that the information in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference inthis prospectus supplement and the accompanying prospectus, and in any free writing prospectus that we have authorized for use inconnection with this offering, is accurate only as of the date of those respective documents. Our business, financial condition, resultsof operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with theSecurities and Exchange Commission (the “SEC”), using a “shelf” registration process. This document contains two parts. The firstpart consists of this prospectus supplement, which provides you with specific information about this offering. The second part, theaccompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we referonly to the “prospectus,” we are referring to both parts combined. This prospectus supplement may add, update or change informationcontain