Business Context and Reporting Period
This Form 8-K is filed by Semper Paratus Acquisition Corporation (not Tevogen Inc.) on April 7, 2023, reporting an event that occurred on April 4, 2023. The registrant is a Cayman Islands-based Special Purpose Acquisition Company (SPAC) with securities listed on The Nasdaq Global Market under the symbols LGSTU, LGST, and LGSTW.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures. The primary financial metric disclosed is the Market Value of Listed Securities (MVLS), which fell below the required threshold of $50,000,000, triggering a listing deficiency notice.
Material Changes
- Listing Deficiency: The Company received a written notice from Nasdaq indicating non-compliance with Listing Rule 5450(b)(2)(A) due to insufficient MVLS.
- Compliance Period: The Company has been granted 180 calendar days (until October 2, 2023) to regain compliance.
- Trading Status: The notice is a notification of deficiency only; it does not currently affect the listing or trading of the Company's securities.
Outlook, Risks, and Management Commentary
Management stated they will continue to monitor MVLS and consider available options to regain compliance. However, the filing explicitly states there can be no assurance that the Company will be able to meet the requirements.
Risks and Contingencies:
- If compliance is not achieved by October 2, 2023, the Company will receive notification that its securities are subject to delisting.
- In the event of a delisting determination, the Company may appeal to a Hearings Panel.
- Alternatively, the Company may be eligible to transfer its listing to The Nasdaq Capital Market, provided it satisfies those specific listing requirements.
Investor Verification Checklist
- Verify the current Market Value of Listed Securities (MVLS) to assess progress toward the $50,000,000 threshold.
- Monitor the Company's stock price for ten consecutive business days to determine if the $50,000,000 MVLS target is met.
- Check for any subsequent filings regarding an appeal to a Hearings Panel or a transfer to The Nasdaq Capital Market if the October 2, 2023 deadline is approached without compliance.
- Confirm the Company's status as an emerging growth company and its election regarding extended transition periods for accounting standards.