Business Context and Reporting Period
This Form 8-K is filed by Semper Paratus Acquisition Corporation (not Tevogen Inc.) on December 14, 2023. The company is a Cayman Islands exempted company and an emerging growth company. The filing reports on a virtual Extraordinary General Meeting held on December 14, 2023, where shareholders approved an amendment to the company's charter to extend the deadline for completing an initial business combination.
Key Financial Metrics and Liquidity
- Share Redemptions: Holders of 880,873 Class A ordinary shares exercised redemption rights at approximately $11.02 per share, totaling approximately $9.7 million.
- Trust Account Balance: Following redemptions and the extension payment, the Trust Account balance is approximately $16.5 million.
- Extension Payment: The sponsor, SSVK Associates, LLC, deposited $67,500 into the Trust Account to fund the first extension.
- Outstanding Shares: As of the record date (November 15, 2023), there were 15,816,386 shares entitled to vote.
Material Changes
The primary material change is the approval of the Extension Amendment Proposal. This amendment allows the company to extend the deadline to complete its initial business combination or liquidate the trust account from the original date to September 15, 2024. The extension is structured as one three-month extension (First Extension) followed by up to six one-month extensions. The First Extension moves the deadline to March 15, 2024.
Outlook, Risks, and Management Commentary
- Extension Mechanics: Future one-month extensions require the sponsor to deposit the lesser of $22,500 or 1.5 cents per public share into the Trust Account.
- Voting Results: The proposal was overwhelmingly approved with 14,359,632 votes for, 5,967 votes against, and no abstentions.
- Liquidity Risk: The company must secure a business combination by the new deadline or liquidate the trust account.
Investor Verification Checklist
- Verify the exact number of public shares outstanding post-redemption to calculate future extension payment obligations.
- Confirm the current balance of the Trust Account ($16.5 million) against the number of remaining shares to ensure the per-share value remains above the liquidation threshold.
- Review the full text of the Second Amendment to the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific conditions on future extensions.
- Monitor the company's progress toward a business combination before the March 15, 2024, deadline to avoid further dilution from extension payments or potential liquidation.