Roadzen Inc 2026年季度报告

FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ___________ to _________ Commission File Number: 001-41094 ROADZEN INC. (Exact Name of Registrant as Specified in Its Charter) British Virgin Islands98-1600102(State or Other Jurisdiction of Incorporation orOrganization)(I.R.S. EmployerIdentification No.) 111 Anza Blvd., Suite 109Burlingame, California(Address of Principal Executive Offices) 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: Name of each exchange on which registeredThe Nasdaq Stock Market LLC Ordinary Shares, par value $0.0001 per shareWarrants, each warrant exercisable for oneOrdinary Share, each at an exercise price of $11.50per share 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 SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 15 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 PageCautionary Note Regarding Forward-Looking StatementsPART I – Financial InformationITEM 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets as of December 31, 2025 and March 31, 20251Condensed Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2025and 20242Condensed Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2025 and 20243Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended December31, 2025 and 20244Condensed Consolidated Statement of Shareholders’ deficit5Notes to Condensed Consolidated Financial Statements6ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations35ITEM 3.Quantitative and Qualitative Disclosures About Market Risk57ITEM 4.Controls and Procedures57PART II- Other InformationITEM 1.Legal Proceedings58ITEM 1A.Risk Factors59ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds60ITEM 3.Defaults Upon Senior Securities60ITEM 4.Mine Safety Disclosures60ITEM 5.Other Information60ITEM 6.Exhibits61SIGNATURES62i Cautionary Note Regarding Forward-Looking Statements Throughout this section, references to “Roadzen,” “we,” “us,” and “our” refer to Roadzen Inc. and its consolidated subsidiariesas the context so requires. This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Actof 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). We have based these forward-looking statements on our current expectations and projections about future events. Theseforward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actualresults, levels of activity, performance or achievements to be materially different from any future results, levels of activity,performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”and “continue,” or the negative of such terms or other similar expressions. Su