Filing identity and reporting period
Important identity mismatch: The supplied filing is Semper Paratus Acquisition Corporation’s Form 10-Q, not a filing by Tevogen Inc. It covers the quarter ended September 30, 2021, and the period from the company’s April 21, 2021 inception through September 30, 2021. Semper Paratus was a pre-combination SPAC; it had not begun operating or identified a business combination target by quarter-end.
Financial results and condition
| Metric | Reported amount |
|---|---|
| Revenue | None; the company reported no operating activity. |
| Net loss | $115 for the quarter; $11,414 from inception through September 30. |
| Net loss per share | $0.00, rounded, for both periods. |
| Assets | $166,789, all reported as deferred offering costs. |
| Liabilities | $153,203, including $81,534 due under a related-party note and $70,740 in accrued offering costs. |
| Shareholders’ equity | $13,586. |
| Cash and operating cash flow | $0 cash at September 30; net cash used in operating activities was $0 for the inception-to-date period. |
| Margins | Not meaningful because the company had no revenue. |
No long-term debt, lease obligations, or off-balance-sheet arrangements were reported. The related-party note was repaid after quarter-end.
Material changes and subsequent events
After the reporting date, the company completed its IPO on November 8, 2021. It sold 34.5 million public units for gross proceeds of $345 million and raised a further $15.4 million from private placement units. It placed $351.9 million in a trust account, equivalent to $10.20 per public unit. These are subsequent events, not September 30 balance-sheet cash or operating results. Management stated that approximately $380,000 remained outside the trust for working capital and that post-IPO resources were expected to fund operations for at least one year from issuance of the financial statements.
Outlook, risks, and contingencies
- The company intends to use substantially all trust funds toward a business combination, but said there is no assurance it will complete one. It must complete a qualifying combination by February 8, 2023 or, subject to the governing terms, redeem public shares and liquidate.
- Public shareholders may redeem shares in connection with a business combination; redemptions or transaction financing needs could affect available funds. The company may seek additional financing if its costs exceed estimates or redemptions are significant.
- A $14.7 million deferred underwriting fee is payable from trust funds only if a business combination is completed. The filing also describes certain deferred overallotment underwriting costs; verify the full fee calculation in the underwriting documents.
- COVID-19 could adversely affect the company’s financial position or target search, but the specific impact was not determinable. No adjustment was recorded.
- Management reported disclosure controls as effective and no material change in internal control during the quarter. No legal proceedings or material changes to prospectus risk factors were reported.
Most important facts to verify
- Confirm that this Semper Paratus SPAC filing, rather than a Tevogen Inc. filing, is the intended source.
- Check the post-quarter IPO and trust-account amounts against the November 8, 2021 Form 8-K and prospectus.
- Verify the deferred underwriting fee amount and payment conditions in the underwriting agreement.
- Review the business-combination deadline, redemption terms, and any later filings for updates on the target search and funding needs.