Filing identity and reporting period
Important identification mismatch: The supplied filing is Semper Paratus Acquisition Corporation’s Form 10-K, not a filing for Tevogen Inc. It covers the fiscal year ended December 31, 2022; it does not provide standalone fourth-quarter results.
Semper Paratus was a blank-check company seeking a business combination, with a stated focus on transportation, supply chain and logistics. It had not begun operations and had no operating revenue through year-end.
Financial results and position
| Metric | FY 2022 / Dec. 31, 2022 |
|---|---|
| Net income | $4.41 million, versus a $28,745 net loss from inception through Dec. 31, 2021. The prior period was shorter and is not a full-year comparison. |
| Revenue and operating expenses | No operating revenue. General and administrative expenses were $953,083. |
| Non-operating items | $4.95 million unrealized gain on trust investments and $413,250 gain from changes in warrant fair value drove reported income. |
| Operating cash flow | $215,395 cash used in operating activities. |
| Cash outside trust | $129,186. |
| Trust assets | $356.86 million, principally U.S. Treasury securities; reported redemption value was $10.34 per public share. |
| Liquidity and liabilities | Working capital deficit of $76,098; current liabilities of $350,454. Total liabilities were $15.06 million, including $14.70 million of deferred underwriting fees payable only if a business combination is completed. |
| Debt | No long-term debt and no borrowings under working-capital loans at year-end. The company reported no off-balance-sheet arrangements. |
Profitability margins are not meaningful because the company had no operating revenue. The filing does not provide operating cash flow margins.
Material changes and subsequent events
- On February 3, 2023, shareholders extended the business-combination deadline from February 8 to December 15, 2023. If no deal is completed by the applicable deadline, the company must wind up and redeem public shares.
- In connection with the extension, holders redeemed 32,116,947 public shares. The filing reports approximately $25 million remaining in trust and approximately 2,383,053 public shares outstanding. Redemption proceeds are described inconsistently: approximately $332–333 million, with per-share amounts stated as approximately $10.34 in the subsequent-events note and approximately $10.38 elsewhere.
- On January 30, 2023, the sponsor converted 11,983,333 founder shares from Class B to Class A on a one-for-one basis; associated founder-share restrictions and waivers continued to apply.
- After year-end, Nasdaq notified the company of past-due fees totaling $151,000 and a risk of delisting unless it appealed; the company paid the appeal filing fee and a hearing was scheduled for May 5, 2023. A separate notice cited failure to meet Nasdaq’s $50 million market value of listed securities requirement, with an October 2, 2023 deadline to regain compliance. The filing gives no assurance of compliance.
Outlook, risks and unusual items
- The company had until December 15, 2023 to complete a business combination and had not secured third-party financing. Management said additional capital might be needed; sponsor or affiliate loans were possible but not committed.
- The independent auditor’s report included a going-concern paragraph, citing working-capital deficiency, losses, need for additional funds and the risk of mandatory liquidation. Management also identified substantial doubt about the company’s ability to continue as a going concern.
- Management’s reported FY 2022 net income depended on unrealized trust-asset gains and a warrant fair-value change, rather than operating activity.
- Risks include inability to complete a deal or raise financing, high shareholder redemptions, competition from other SPACs, conflicts of interest, claims against trust assets, possible dilution, and the risk that warrants expire worthless if no deal closes. The sponsor’s trust-account indemnity may be difficult to collect; the filing says the sponsor’s assets may consist only of company securities.
- COVID-19 and the Russia-Ukraine conflict were cited as potential sources of uncertainty, with specific effects not determinable. No material litigation was reported.
- Management concluded disclosure controls and internal control over financial reporting were effective at year-end. The auditor did not provide an internal-control attestation.
Investor facts to verify
- Confirm the issuer: this filing is for Semper Paratus Acquisition Corporation, not Tevogen Inc.
- Reconcile the reported post-extension redemption proceeds and per-share figures, and confirm the remaining trust balance and public share count.
- Check the status of the business-combination deadline, any completed transaction or further extension, and remaining trust funds.
- Verify Nasdaq listing compliance, the outcome of the fee appeal, and the market-value deficiency.
- Assess available operating cash, financing commitments, unpaid liabilities and the going-concern warning; distinguish trust assets from cash available for expenses.
- Review the source and sustainability of reported net income, particularly the unrealized trust gain and warrant remeasurement.