Filing identity and business context
Important: Despite the request metadata, this is Semper Paratus Acquisition Corporation’s Form 10-Q, not Tevogen Inc.’s standalone filing. It reports the quarter and six months ended June 30, 2023; the statements are unaudited. Semper was a pre-combination SPAC with no operating revenue or operations. On June 28, 2023, it agreed to combine with Tevogen Bio Inc.; the proposed transaction was not completed as of the reporting date.
Financial results and position
| Metric | Three months ended June 30 | Six months ended June 30 |
|---|---|---|
| General and administrative expense | 2023: $526,580; 2022: $258,585 | 2023: $1,020,492; 2022: $541,464 |
| Unrealized gain on Trust Account investments | 2023: $302,524; 2022: $327,833 | 2023: $2,082,586; 2022: $468,724 |
| Net income (loss) | 2023: $(195,056); 2022: $206,998 | 2023: $1,040,344; 2022: $181,010 |
| Net cash used in operating activities | Not reported separately | 2023: $(474,176); 2022: $(158,936) |
Six-month earnings were principally supported by unrealized investment gains, not operating activity. No revenue, operating margin, or business-level profitability is reported. At June 30, cash outside the Trust Account was $556,010; Trust Account assets were $25,675,938. The company reported a working-capital deficit of $821,285 and current liabilities of $1,520,612. Convertible notes had a net carrying value of $625,694; the balance sheet also showed a $14.7 million deferred underwriting fee payable. Total liabilities were $16,249,612, and shareholders’ deficit was $15,550,285.
Material changes and transaction terms
- In February, shareholders extended the business-combination deadline to December 15, 2023. Redemptions of approximately 32.1 million public shares returned about $332 million from the Trust Account, leaving 2,383,053 public shares and approximately $25 million in trust.
- Semper entered into a merger agreement with Tevogen Bio for stock consideration stated at an aggregate value of $1.2 billion. Up to 20 million additional shares may be issued to Tevogen Bio holders if specified share-price thresholds are met; the Sponsor may receive 1.5 million shares for each earnout payment.
- Closing conditions include shareholder approvals, an effective SEC registration statement, exchange-listing approval, at least $5,000,001 in net tangible assets, and—under Tevogen Bio’s conditions—$25 million in cash and cash equivalents after specified redemptions and expenses.
- Cantor agreed to reduce its deferred underwriting fee by $9.7 million for this specific transaction. The remaining $5 million is payable in surviving-company shares if the Tevogen Bio transaction closes; otherwise, the original $14.7 million fee may remain payable upon another business combination.
Outlook, risks, and unusual items
Management stated that the company needed additional capital for working capital and might seek loans or investment, although providers were not obligated to fund it. Management concluded that the December 15, 2023 deadline and potential mandatory liquidation raised substantial doubt about the company’s ability to continue as a going concern. If no business combination is completed by the deadline, public shares are to be redeemed and warrants may expire worthless.
Nasdaq had notified the company of a market-value deficiency, with an October 2, 2023 deadline to regain compliance; the filing said delisting could follow if compliance was not restored. A prior fee delinquency was cured. The filing also cites risks to completing the merger and regulatory uncertainty, including possible Investment Company Act concerns. Management reported disclosure controls were effective and no material change in internal control during the quarter. No pending or contemplated litigation was reported.
Most important facts to verify
- Confirm the intended issuer: this filing is Semper Paratus Acquisition Corporation’s, not Tevogen Inc.’s or Tevogen Bio’s standalone 10-Q.
- Check subsequent filings for the merger’s status, closing conditions, approvals, financing, redemptions, and final cash available at closing.
- Verify Nasdaq compliance developments and whether the December 15, 2023 business-combination deadline was extended or met.
- Review the merger agreement and pro forma ownership/dilution, including the $1.2 billion stated consideration, earnout shares, Sponsor shares, note-related shares, and underwriting-fee shares.
- Reconcile the financial statements and related-party financing disclosures; the filing describes convertible-note funding and share consideration across multiple agreements.