Business Context and Reporting Period
This Form 8-K, dated June 7, 2023, reports on Semper Paratus Acquisition Corporation (a Cayman Islands exempted company), not Tevogen Inc. The filing details the closing of a Purchase Agreement originally entered into on May 4, 2023, between the Company, the Original Sponsor (Semper Paratus Sponsor LLC), and the New Sponsor (SSVK Associates, LLC).
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, or operating margins, as the Company is a Special Purpose Acquisition Company (SPAC) in the pre-business combination phase.
- Transaction Value: The New Sponsor agreed to purchase 7,988,889 Class A ordinary shares and 1,000,000 private placement units for an aggregate purchase price of $1.00.
- Payment Terms: The $1.00 purchase price is payable at the time the Company effects its Initial Business Combination.
- Securities: The Company's Units (LGSTU) consist of one Class A ordinary share and one-half of one redeemable warrant. Warrants (LGSTW) are exercisable for one Class A ordinary share at $11.50 per share.
Material Changes
On June 7, 2023 (the Effective Date), the Company completed a full change of control regarding its sponsorship and leadership:
- Sponsorship Transfer: SSVK Associates, LLC (New Sponsor) replaced Semper Paratus Sponsor LLC (Original Sponsor), assuming all related responsibilities and obligations.
- Board Resignations: Richard N. Peretz, Hooman Yazhari, Paul P. Jebely, Brad Stewart, and Parizad Olver Parchi resigned from the Board of Directors.
- Officer Resignations: Richard N. Peretz, Hooman Yazhari, Ben Baldanza, and Jeff Rogers resigned as officers.
- New Appointments:
- Board: Michael Peterson, Donald Fell, Avinaesh Wadhwani, Scott Sussman, and Surendra Ajjarapu were appointed as directors.
- Officers: Surendra Ajjarapu was appointed Chief Executive Officer and Chairman; Francis Knuettel II was appointed Chief Financial Officer.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, revenue outlook, or specific risk factors beyond the standard operational context of a SPAC awaiting a business combination.
- Management Commentary: The filing states there was no known disagreement with any resigning directors regarding the Company's operations, policies, or practices.
- Contingencies: The $1.00 payment for the SPAC Securities is contingent upon the Company completing a merger, share exchange, asset acquisition, or similar business combination.
- Corporate Governance: The Board is divided into three classes with three-year terms. The Audit Committee is chaired by Scott Sussman, and the Compensation Committee is chaired by Donald Fell.
Investor Verification Checklist
- Verify the identity of the registrant as Semper Paratus Acquisition Corporation (not Tevogen Inc.) and confirm the ticker symbols LGSTU and LGSTW.
- Confirm the $1.00 aggregate purchase price for the transfer of SPAC Securities is contingent on a future business combination.
- Review the background of the new CEO, Surendra Ajjarapu, and CFO, Francis Knuettel II, noting their extensive experience in SPACs and the cannabis/energy sectors.
- Check the status of the "Initial Business Combination" to determine if the $1.00 payment obligation has been triggered.
- Examine the full text of the Purchase Agreement (Exhibit 10.1) for additional covenants or conditions not summarized in this report.