Filing summary
Entity and period: The supplied filing is Semper Paratus Acquisition Corporation’s unaudited Form 10-Q for the quarter ended March 31, 2023—not a Tevogen Inc. filing. Semper Paratus was a shell company seeking a business combination and had not commenced operations.
Financial results and liquidity
- Revenue: No operating revenue; the company stated it would not generate operating revenue before a business combination.
- Quarterly result: Net income was $1.24 million, versus a $26,000 net loss in Q1 2022. Q1 2023 included $1.78 million of unrealized gains on trust investments, offset by $494,000 of general and administrative expense and a $51,000 warrant fair-value loss. Earnings were therefore driven by investment remeasurement, not operating activity.
- Cash flow: Operating cash use was $77,000, compared with $113,000 in Q1 2022. Cash withdrawals from the trust account and the corresponding reported financing outflow were each $333.3 million. Cash outside the trust ended at $52,283.
- Balance sheet at March 31: Trust assets were $25.37 million, down from $356.86 million at December 31, 2022. Current liabilities were $667,000; total liabilities were $15.43 million, including $14.70 million of deferred underwriting fees contingent on a completed business combination. Working capital deficit was $570,010; shareholders’ deficit was $15.33 million.
- Debt and liquidity: The company reported no long-term debt and no working-capital-loan borrowings at quarter-end. Management said additional financing might be needed and that sponsor financing was not assured.
Material changes and developments
- In February, shareholders extended the business-combination deadline from February 8 to December 15, 2023. Approximately 32.1 million public shares were redeemed for about $332 million, leaving 2,383,053 public shares and approximately $25 million in the trust.
- On January 30, holders converted 11,983,333 founder shares from Class B to Class A.
- After quarter-end, a May 3 agreement arranged a $151,000 sponsor loan for working capital, with 151,000 Class A shares to be issued to the investor at business-combination closing; the loan is non-interest-bearing and repayable at that closing.
- On May 4, the sponsor entered into an agreement to sell 7,988,889 Class A shares and 1,000,000 private-placement units to SSVK Associates for an aggregate $1. The acquirer also agreed to assume specified company and sponsor obligations and may replace directors and officers. The filing does not establish that the contemplated transactions had closed.
Outlook, risks, and unusual items
- The company had until December 15, 2023 to complete a business combination; otherwise it was required to cease operations, redeem public shares from the trust, and liquidate. Management stated this deadline and potential liquidation raised substantial doubt about the company’s ability to continue as a going concern.
- Nasdaq had notified the company of a minimum market-value deficiency, with an October 2, 2023 deadline to regain compliance. The filing states failure could lead to delisting, subject to possible appeal or a potential transfer to Nasdaq Capital Market. A separate fee delinquency was reported cured on May 5, 2023.
- The company reported effective disclosure controls and no material change in internal control over financial reporting during the quarter. It reported no legal proceedings and no material changes to previously disclosed risk factors.
- Management cited potential effects from COVID-19 and the Russia-Belarus military action and related sanctions, but said their specific effects were not determinable. No specific operating outlook or revenue guidance was provided.
Key facts for investors to verify
- Confirm the filing entity: this is Semper Paratus Acquisition Corporation, not Tevogen Inc.
- Check whether the May 3 working-capital financing and May 4 sponsor-share sale closed, and review their final terms and any resulting changes in control or management.
- Verify progress toward a business combination before the December 15, 2023 deadline and the remaining trust balance, redemptions, and liquidation implications.
- Monitor Nasdaq market-value compliance and any listing-status updates.
- Assess the company’s limited cash outside the trust, working-capital deficit, financing availability, and going-concern warning.