Form 424B4 Vahanna Tech Edge Acquis – StreetInsider.com

silogo new ProxyEgg Form 424B4 Vahanna Tech Edge Acquis - StreetInsider.com

FILED PURSUANT TO RULE 424(b)(4)
REGISTRATION NO. 333-260748

PROSPECTUS

$174,000,000

Vahanna
Tech Edge Acquisition I Corp.

17,400,000 Units


Vahanna Tech Edge Acquisition I
Corp. is a newly incorporated blank check company incorporated as a BVI business company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses, which we refer to throughout this prospectus as our initial business combination. Although there is no restriction or limitation on what industry or geographic region our target operates in, we intend to focus our efforts on
companies with a strong connection to India and catering to large addressable market opportunities in India or other developed geographies such as Americas and Europe. The focus for such an acquisition will be based on the broad categories below
within the technology sector, with an enterprise value ranging from US$750 million to over US$1.0 billion. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any
substantive discussions, directly or indirectly, with any business combination target.

This is an initial public offering of our securities. Each unit has
an offering price of $10.00 and consists of one of our Class A ordinary shares and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment as provided herein. No fractional warrants will be issued upon separation of the units and only whole warrants will trade, so unless you purchase at least two units, you will not be able to
receive or trade a whole warrant. We have also granted the underwriters a 45-day option to purchase up to an additional 2,610,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial
business combination, including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of the units in this offering, which we refer to
collectively as our public shares, subject to the limitations described herein. If we are unable to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we
have filed a proxy statement, registration statement or similar filing for an initial business combination but have not completed the initial business combination within such 15-month period, or up to 21 months from the closing of this offering if
we extend the period of time to consummate a business combination, as described in “The Offering—Ability to extend time to complete business combination”), we will redeem 100% of the public shares at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be
net of taxes payable) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our public shareholders will not be afforded an opportunity to vote on our extension of time to consummate an
initial business combination from 15 months to 21 months as described above or redeem their shares in connection with such extension.

Our sponsor, Vahanna
LLC, a Delaware limited liability company, has committed to purchase an aggregate of 8,116,500 private placement warrants (or 8,638,500 warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one
Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $8,116,500 in the aggregate (or $8,638,500 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close
simultaneously with the closing of this offering.

Prior to this offering, our sponsor held 5,002,500 Class B ordinary shares, or founder shares (up to
652,500 of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). Our sponsor will surrender and forfeit 150,000 Class B ordinary shares, and the representative has agreed to
purchase 150,000 Class B ordinary shares for an aggregate purchase price of an additional $500,000, in connection with the closing of this offering. The Class B ordinary shares will automatically convert into Class A ordinary shares at the
time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein and in our amended and
restated memorandum and articles of association. The holders of our Class B ordinary shares will have the right to appoint all of our directors prior to our initial business combination and the holders of our Class A ordinary shares will
not be entitled to vote on the appointment of directors during such time. On any other matters submitted to a vote of our shareholders, holders of Class B ordinary shares and holders of Class A ordinary shares will vote together as a
single class, except as required by law.

Prior to this offering, there has been no public market for our units, Class A ordinary shares or warrants.
We have been approved to list our units on the Nasdaq Global Market, or Nasdaq, under the symbol “VHNAU” on or promptly after the date of this prospectus. We expect the Class A ordinary shares and warrants comprising the units will
begin separate trading on the 52nd day following the date of this prospectus unless Mizuho Securities USA LLC informs us of its decision to allow earlier separate trading, subject to our filing a
Current Report on Form 8-K with the U.S. Securities and Exchange Commission, or the SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press
release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “VHNA” and
“VHNAW,” respectively.

We have not authorized anyone to provide any information or to make any representations other than those contained in
this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the units offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.


We are an “emerging
growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves risks. See “Risk Factors” on page 40.
Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

     Price to
Public
     Underwriting
Discounts and
Commissions(1)
     Proceeds,
Before
Expenses, to Us
 

Per Unit

   $ 10.00      $ 0.50      $ 9.50  

Total

   $ 174,000,000      $ 8,700,000      $ 165,300,000  
(1)

Includes $3,480,000 in the aggregate (regardless of whether the underwriters’ option to purchase additional
units is exercised in full), payable upon the closing of this offering and $5,220,000 in the aggregate (or $6,525,000 if the underwriters’ option to purchase additional units is exercised in full), payable to the underwriters for deferred
underwriting commissions that will be placed in a trust account located in the United States. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also “Underwriting” for a
description of compensation and other items of value payable to the underwriters.

Of the proceeds we receive from this offering and the
sale of the private placement warrants described in this prospectus, $177,480,000, or $204,102,000 if the underwriters’ over-allotment option is exercised in full ($10.20 per unit), will be deposited into a trust account located in the United
States with Continental Stock Transfer & Trust Company acting as trustee. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public
shareholders.

The underwriters are offering the units for sale on a firm commitment basis. Delivery of the units will be made on or about November 26,
2021.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

No offer or invitation to subscribe for units may be made to the public in
the British Virgin Islands.

Sole Bookrunner

Mizuho
Securities

The date of this prospectus is November 22, 2021.

Source of this news: https://www.streetinsider.com/SEC+Filings/Form+424B4+Vahanna+Tech+Edge+Acquis/19271286.html

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