Semper Paratus Files 8-K for Rule 425 Compliance

TL;DR

**Semper Paratus filed a routine 8-K, signaling ongoing SEC compliance.**

AI Summary

Semper Paratus Acquisition Corp. filed an 8-K on January 24, 2024, indicating it is satisfying filing obligations under Rule 425 of the Securities Act. This filing, while not detailing a specific new event, confirms the company's ongoing compliance with SEC regulations for written communications related to its securities. For investors, this matters because it signals the company is actively managing its public disclosures, which is a basic expectation for any publicly traded entity, especially a SPAC like Semper Paratus (ticker not specified in filing) that will eventually merge with a target company.

Why It Matters

This filing confirms Semper Paratus Acquisition Corp. is adhering to SEC disclosure requirements, which is fundamental for investor confidence and transparency.

Risk Assessment

Risk Level: low — This filing is a standard compliance update and does not introduce new financial or operational risks.

Analyst Insight

This filing is a routine compliance update and does not provide new information that would warrant immediate investment action. Investors should continue to monitor for substantive announcements regarding a potential business combination.

Key Players & Entities

• Semper Paratus Acquisition Corp. (company) — the registrant filing the 8-K
• January 24, 2024 (date) — date of earliest event reported and filing date
• Rule 425 (regulation) — Securities Act rule for written communications
• 767 Third Avenue, 38th Floor New York, New York 10017 (address) — principal executive offices of Semper Paratus Acquisition Corp.
• 646-807-8832 (phone_number) — registrant's telephone number

Forward-Looking Statements

• Semper Paratus Acquisition Corp. will continue to file routine compliance documents as it progresses towards a potential business combination. (Semper Paratus Acquisition Corp.) — high confidence, target: 2024-12-31

FAQ

Key Financial Figures

• $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemab
• $11.50 — able for one Class A ordinary share for $11.50 per share, included as part of the Unit

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex99-1.htm (EX-99.1) — 26KB
• ex99-1_001.jpg (GRAPHIC) — 2KB
• 0001493152-24-003611.txt ( ) — 315KB
• lgst-20240124.xsd (EX-101.SCH) — 4KB
• lgst-20240124_def.xml (EX-101.DEF) — 27KB
• lgst-20240124_lab.xml (EX-101.LAB) — 37KB
• lgst-20240124_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 7KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 24, 2024, Semper Paratus Acquisition Corporation, a Cayman Island exempted company ("Semper Paratus") issued a press release (the "press release") announcing that it has filed a supplement ("Prospectus Supplement") to its definitive proxy with the extraordinary general meeting of Semper Paratus' shareholders scheduled to be held on January 29, 2024, to consider and vote on, among other proposals as more fully set forth in the Proxy Statement/Prospectus, the transactions (collectively, the "Business Combination") contemplated by that certain Agreement and Plan of Merger, dated June 28, 2023 (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among Semper Paratus, Semper Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Semper Paratus ("Merger Sub"), Tevogen Bio Inc, a Delaware corporation ("Tevogen Bio"), SSVK Associates, LLC, a Delaware limited liability company, and Ryan Saadi in his capacity as seller representative (collectively, the "parties"), pursuant to which Semper Paratus will de-register from the Cayman Islands and redomesticate to the State of Delaware and change its name to Tevogen Bio Holdings Inc. ("New Tevogen") and Merger Sub will merge with and into the Tevogen Bio, with Tevogen Bio surviving as a wholly owned subsidiary of New Tevogen. Capitalized terms not otherwise defined herein have the meaning ascribed to them in the Proxy Statement/Prospectus. The press release and the Prospectus Supplement disclose that the parties have agreed to seek to list the New Tevogen Common Stock and public warrants on a tier of The Nasdaq Stock Market instead of the NYSE American, as previously disclosed in the Proxy Statement/Prospectus, and intend to proceed with the Business Combination on that basis. The inform

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the Business Combination, including without limitation statements regarding the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination, the implied enterprise value, future financial condition and performance of Tevogen Bio and the combined company after the closing and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, the level of redemptions of Semper Paratus' public shareholders and the product candidates, products, markets, and expected future performance and market opportunities of Tevogen Bio. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "think," "strategy," "future," "opportunity," "potential," "plan," "seeks," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking and, as a result, are subject to risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the Business Combination

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. The following exhibits are being filed herewith: Exhibit No. Description 99.1 Press Release, dated January 24, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEMPER PARATUS ACQUISITION CORP. Date: January 24, 2024 By: /s/ Surendra Ajjarapu Name: Surendra Ajjarapu Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR