Business Context and Reporting Period
This Form 8-K reports on events occurring on November 8, 2021, filed on November 15, 2021, by Semper Paratus Acquisition Corporation (not Tevogen Inc., as indicated in the metadata). The registrant is a Cayman Islands exempted company and an emerging growth company. The filing details the consummation of its Initial Public Offering (IPO) and a concurrent Private Placement.
Key Financial Metrics
- Gross Proceeds from IPO: $345,000,000 from the sale of 34,500,000 Units at $10.00 per Unit.
- Gross Proceeds from Private Placement: $14,500,000 from the sale of 1,450,000 Private Units ($13,000,000 to the Sponsor and $1,500,000 to the Underwriter).
- Total Trust Account Balance: $351,900,000 as of November 8, 2021.
- Warrant Exercise Price: $11.50 per share.
- Founder Shares: 11,983,333 Class B ordinary shares held by the Sponsor (no forfeiture due to full over-allotment exercise).
Material Changes
The primary material change is the transition from a pre-IPO entity to a publicly traded company with significant cash reserves. The full exercise of the underwriter's over-allotment option resulted in the Sponsor retaining all 11,983,333 Founder Shares, preventing any forfeiture that would have occurred had the option not been exercised.
Outlook, Risks, and Contingencies
- Trust Account Restrictions: Funds in the Trust Account ($351,900,000) are generally restricted until the completion of an initial business combination, shareholder redemption votes, or liquidation if no combination occurs within 15 months of the IPO (or during an Extension Period).
- Redemption Rights: Public shareholders have the right to redeem shares in connection with an initial business combination or if the company fails to complete a combination within the specified timeframe.
- Financial Statements: An audited balance sheet reflecting the IPO proceeds is included as Exhibit 99.1.
Investor Verification Checklist
- Verify the exact composition of the Trust Account and any interest income generated post-November 8, 2021.
- Confirm the terms of the Extension Period referenced in the Registration Statement (File No. 333-260113).
- Review the audited balance sheet (Exhibit 99.1) for specific details on offering expenses deducted from gross proceeds.
- Monitor the status of the initial business combination search relative to the 15-month deadline.