Business Context and Reporting Period
This Form 8-K is filed by Semper Paratus Acquisition Corporation (not Tevogen Inc.) for the reporting period ending January 31, 2023, covering an event that occurred on January 30, 2023. The registrant is a Cayman Islands-based Special Purpose Acquisition Company (SPAC) listed on The Nasdaq Stock Market LLC under the symbols LGSTU, LGST, and LGSTW.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on a corporate governance event regarding share structure.
Material Changes
- Share Conversion: Initial Shareholders converted all 11,983,333 outstanding Class B ordinary shares (Founder Shares) into Class A ordinary shares on a one-for-one basis.
- Capital Structure: Following the conversion, the Company has 47,933,333 Class A Shares issued and outstanding. There are no Class B ordinary shares remaining.
- Voting Rights: The conversion ensures that Class A Shares and former Founder Shares vote together as a single class for the extraordinary general meeting scheduled for February 3, 2023. The filing states there is no impact on the votes required to approve proposals.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, management commentary on future performance, or specific risk factors beyond the standard disclosure of the share conversion mechanics. The event is a procedural step to align share classes prior to a shareholder vote.
Investor Verification Checklist
- Verify the total number of outstanding shares (47,933,333 Class A) and confirm the elimination of the Class B share class.
- Review the definitive proxy statement filed on January 20, 2023 (amended January 26, 2023) for details on the proposals to be voted on at the February 3, 2023 meeting.
- Confirm that the terms of the Letter Agreement dated November 3, 2021 (including transfer restrictions and waiver of Trust Account rights) continue to apply to the converted shares.
- Note the discrepancy between the requested company name (Tevogen Inc.) and the actual registrant (Semper Paratus Acquisition Corporation).