Business Context and Reporting Period
This Form 8-K is filed by Semper Paratus Acquisition Corporation (not Tevogen Inc.) on May 9, 2023, reporting events occurring on May 3 and May 4, 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 a change in sponsorship and the resolution of a delisting threat.
Key Financial Metrics and Agreements
- Capital Contribution: Polar Multi-Strategy Master Fund (the "Investor") contributed $151,000 to the Sponsor, which was loaned to the Company to cover working capital expenses.
- Share Issuance: The Company agreed to issue 151,000 Class A ordinary shares to the Investor upon the closing of the initial business combination (De-SPAC Closing).
- Sponsorship Transfer: SSVK Associates, LLC (the "Acquirer") agreed to purchase 7,988,889 Class A Ordinary Shares and 1,000,000 private placement units from the Sponsor for a nominal aggregate purchase price of $1.00.
- Debt and Liquidity: The $151,000 SPAC Loan is non-interest bearing and repayable at the De-SPAC Closing. The filing does not provide specific cash balance, revenue, or profit figures.
Material Changes Versus Prior Period
- Change in Control/Sponsorship: The Acquirer (SSVK Associates, LLC) assumed all obligations of the Sponsor, including public reporting, D&O insurance, and legal fees. The Acquirer gained the right to replace the Company's current directors and officers.
- Listing Status Resolution: The Company previously faced delisting from Nasdaq due to unpaid fees totaling $151,000. As of May 5, 2023, the fee delinquency was cured, and the Company is in compliance with continued listing standards.
Outlook, Risks, and Contingencies
- Conditions Precedent: The sponsorship transfer is subject to Board approval, Sponsor member approval, underwriter consent, and the filing of the Form 10-Q for the quarter ended March 31, 2023.
- Liquidation Contingency: If the Company liquidates without a business combination, remaining cash (excluding the trust account) will be paid to the Investor within five days.
- Legal Fees: The Sponsor agreed to reimburse the Investor for reasonable attorney fees up to $5,000 upon the De-SPAC Closing.
- Management Commentary: The filing contains no forward-looking guidance on revenue or earnings, as the Company is a pre-revenue SPAC.
Investor Verification Checklist
- Verify the identity of the registrant (Semper Paratus Acquisition Corporation) versus the requested company name (Tevogen Inc.).
- Confirm the filing of the Form 10-Q for the quarter ended March 31, 2023, as a condition for the sponsorship transfer.
- Review the full text of the Subscription Agreement (Exhibit 10.1) and Purchase Agreement (Exhibit 10.2) for detailed terms.
- Monitor the appointment of new directors and officers by SSVK Associates, LLC.
- Check for any subsequent filings regarding the status of the initial business combination.