Semper Paratus Files 8-K on Shareholder Vote Matters

TL;DR

**Semper Paratus is prepping for a shareholder vote, likely on a big deal.**

AI Summary

Semper Paratus Acquisition Corp. filed an 8-K on February 1, 2024, reporting an event on January 31, 2024, related to the submission of matters to a vote of security holders. This filing indicates that the company is likely moving forward with a significant corporate action, possibly a business combination, which requires shareholder approval. For investors, this means a potential change in the company's structure or assets is on the horizon, which could impact the stock's future value depending on the nature and terms of the proposed transaction.

Why It Matters

This filing signals an upcoming shareholder vote, which is often a precursor to a major corporate event like a merger or acquisition, directly impacting the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — The risk is medium because while a vote indicates progress, the outcome and terms of the underlying matter are still uncertain and could be positive or negative for shareholders.

Analyst Insight

An investor should monitor subsequent filings for details on the matters to be voted upon, as these will determine the future prospects of Semper Paratus Acquisition Corp. and its stock.

Key Players & Entities

• Semper Paratus Acquisition Corp. (company) — the registrant filing the 8-K
• 001-41002 (dollar_amount) — Commission File Number
• January 31, 2024 (date) — Date of earliest event reported
• February 1, 2024 (date) — Filing date of the 8-K

Forward-Looking Statements

• Semper Paratus Acquisition Corp. will announce details of a proposed business combination requiring shareholder approval. (Semper Paratus Acquisition Corp.) — medium confidence, target: Q1 2024

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
• $15.9 million — ary calculations are that approximately $15.9 million (approximately $11.07 per Public Share)
• $11.07 — roximately $15.9 million (approximately $11.07 per Public Share) will be removed from

Filing Documents

• form8-k.htm (8-K) — 139KB
• ex99-1.htm (EX-99.1) — 21KB
• 0001493152-24-004562.txt ( ) — 399KB
• lgstu-20240131.xsd (EX-101.SCH) — 4KB
• lgstu-20240131_def.xml (EX-101.DEF) — 27KB
• lgstu-20240131_lab.xml (EX-101.LAB) — 37KB
• lgstu-20240131_pre.xml (EX-101.PRE) — 26KB
• form8-k_htm.xml (XML) — 8KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2024 Semper Paratus Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-41002 N/A (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 767 Third Avenue , 38th Floor New York , New York 10017 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (646) 807-8832 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant LGSTU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share, included as part of the Units LGST The Nasdaq Stock Market LLC Redeemable warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units LGSTW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.07 Submission of Matters to a Vote of Security Holders. On January 31, 2024, Semper Paratus Acquisition Corporation, a Cayman Islands exempted company ("Semper Paratus") held an extraordinary general meeting of the shareholders (the "Meeting"), which was called to approve the proposals relating to the entry into and consummation of the Agreement and Plan of Merger, dated as of June 28, 2023 (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. Pursuant to the Merger Agreement, prior to the closing of the transactions contemplated by the Merger Agreement (the "Closing"), Semper Paratus will be continued and deregistered from the Cayman Islands, redomesticate as a Delaware corporation and change its name to "Tevogen Bio Holdings Inc.") (the "Domestication"), and at the Closing, Merger Sub will merge with and into Tevogen Bio, with Tevogen Bio being the surviving company (the "Merger," together with the other transactions contemplated by the Merger Agreement, the "Business Combination") and wholly-owned subsidiary of Semper Paratus. Following the Domestication, Semper Paratus will be referred to herein as "New Tevogen." An aggregate of 13,984,089 ordinary shares of Semper Paratus, that were entitled to vote as of the record date of January 4, 2024, were represented in person or by proxy at the Meeting. Accordingly, a quorum was present and the Meeting was lawfully convened for conducting the business to be presented at the Meeting. Each of the proposals presented at the Meeting was approved, and the Business Combination is expected to be consummated as soon as practicable following the satisfaction or waiver of the remaining closing conditions described in Semper Paratus' definitive proxy statement for the Meeting, which was filed with the U.S. Securities and Exchange Commission (the "SEC") on January 10, 2024, as supplemented by a Supplement No. 1 filed on January 24, 2024 and Supplement No. 2 filed on January 24, 2024 (the "Proxy Statement/Prospectus"), including the condition that the common stock of New Tevogen will have been approved for listing on a tier of The Nasdaq Stock Market. Following the Closing, New Tevogen's common stock is expected to begin trading on a tier of The Nasdaq Stock Market under the proposed symbols "TVG

View Full Filing

View this 8-K filing on SEC EDGAR