Filing summary
Filing identity: The supplied filing is Semper Paratus Acquisition Corporation’s Form 10-Q for the quarter ended March 31, 2022—not a Tevogen Inc. filing. The company was a SPAC formed to pursue a business combination and had not begun operating activities.
Financial results and liquidity
- Revenue: No operating revenue; the company stated it would not generate operating revenue until after a business combination, at the earliest.
- Quarterly results: General and administrative expenses were $282,879. Trust investment gains of $140,891 and a $116,000 gain from the change in warrant fair value partly offset expenses, resulting in a net loss of $25,988.
- Margins: Not meaningful for this pre-combination SPAC.
- Cash flow: Net cash used in operating activities was $113,035. Cash outside the trust account fell from $344,581 at December 31, 2021 to $231,546 at March 31, 2022.
- Liquidity: Working capital was $555,160. The trust account held $352.1 million, restricted for a business combination or related redemptions. Management said additional financing might be needed; the notes state that these conditions raise substantial doubt about the company’s ability to continue as a going concern. The MD&A separately says management did not expect to need additional funds, while acknowledging estimates could prove insufficient.
- Debt and obligations: No long-term debt or working-capital loans were outstanding. Liabilities included $14.7 million of deferred underwriting fees payable only if a business combination is completed, $304,500 of warrant liabilities, and $178,999 of current liabilities.
Changes, outlook, and risks
- Compared with December 31, 2021, trust assets increased by about $141,000, reflecting the reported unrealized investment gain. Current liabilities increased from $59,375 to $178,999, while cash outside the trust decreased by $113,035. No prior-year first-quarter income comparison is presented in the supplied filing.
- The company had to complete a business combination by February 8, 2023, or redeem public shares and wind up, subject to applicable requirements. No target, transaction guidance, or operating forecast is disclosed in the supplied text.
- COVID-19 and the Russia-Ukraine conflict could affect the company’s financial position or target search; management said the specific effects were not determinable.
- The filing reports no legal proceedings and no material changes to previously disclosed risk factors. Management concluded disclosure controls were effective as of March 31, 2022.
Most important facts to verify
- Confirm the issuer: this filing is for Semper Paratus Acquisition Corporation, not Tevogen Inc.
- Assess the going-concern disclosure alongside the company’s stated expectations for funding its pre-combination expenses.
- Verify the February 8, 2023 business-combination deadline and the conditions attached to the $14.7 million deferred underwriting fee.
- Distinguish restricted trust-account funds from the $231,546 of cash available outside the trust.