Business Context and Reporting Period
This Form 8-K is filed by Semper Paratus Acquisition Corporation (not Tevogen Inc.) on February 9, 2023, reporting events occurring on February 3, 2023. The registrant is a Cayman Islands-based Special Purpose Acquisition Company (SPAC) listed on the Nasdaq Stock Market under the symbols LGSTU, LGST, and LGSTW. The filing details the results of an Extraordinary General Meeting (EGM) held to approve a charter amendment extending the deadline for an initial business combination.
Key Financial Metrics and Capital Structure
- Trust Account Balance: Approximately $332 million was removed from the Trust Account to fund share redemptions. Approximately $25 million remains in the Trust Account.
- Redemption Price: Approximately $10.34 per public share.
- Shares Outstanding Post-Redemption: Approximately 2,383,053 public shares remain outstanding.
- Shares Redeemed: Approximately 32,116,947 ordinary shares were redeemed.
- Share Conversion: Prior to the EGM, all 11,983,333 Class B ordinary shares were converted into Class A ordinary shares on a one-for-one basis.
- Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, operating cash flow, or margin data for the period.
Material Changes Versus Prior Period
- Extension of Combination Deadline: Shareholders approved an amendment to extend the date by which the Company must consummate an initial business combination from February 8, 2023, to December 15, 2023.
- Capital Reduction: Significant reduction in public shares outstanding due to redemptions, decreasing from approximately 35.95 million public shares (pre-conversion context) to approximately 2.38 million post-redemption.
- Share Class Structure: Elimination of Class B ordinary shares following their conversion to Class A shares.
Guidance, Outlook, and Risks
- Management Action: The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the EGM.
- Voting Results: The Charter Amendment was approved by a special resolution with 35,386,187 votes "For" and 4,266,453 votes "Against". The adjournment proposal was not presented as sufficient votes were secured.
- Quorum: Approximately 83% of total shares issued and outstanding were present or represented by proxy at the EGM.
- Risks/Contingencies: The filing does not explicitly detail new risks beyond the standard SPAC timeline extension and the significant reduction in trust capital available for a future business combination.
Investor Verification Checklist
- Verify the exact remaining cash balance in the Trust Account ($25 million) and its sufficiency for a future business combination.
- Confirm the new deadline for consummating a business combination (December 15, 2023).
- Review the updated share count (approx. 2.38 million public shares) to assess liquidity and market cap implications.
- Check for any subsequent filings regarding the status of potential target companies given the reduced capital base.