Tevogen Bio Inc executed a letter of intent to acquire Semper Paratus Acquisition Corporation (NasdaqGM:LGST) from a group of shareholders in a reverse merger transaction on May 22, 2023. Tevogen Bio Inc entered into a merger agreement to acquire Semper Paratus Acquisition Corporation from a group of shareholders for $1.5 billion in a reverse merger transaction on June 28, 2023. Under the terms of the agreement, all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged for shares of Class A common stock of Semper Paratus, collectively entitled to receive from Semper Paratus, in the aggregate, a number of shares with an aggregate value equal to $1.2 billion and each share valued at a per share price of $10. In addition, holders of Tevogen Bio?s securities shall also be entitled to receive from Semper Paratus, as earnout, an additional 20 million shares of Semper Paratus? Class A common stock, in three installments based on the performance of purchaser common stock. Post closing of the merger, Tevogen Bio shareholder will hold 86% and public shareholders will hold 2% of the combined company. Upon closing of the merger, the combined company will be named Tevogen Bio Holdings Inc. (?Tevogen Holdings?) and common stock and warrants are expected to be listed on the NYSE under the new ticker symbol ?TVGN?. Following the closing of the transaction, Ryan Saadi, will serve as the Chief Executive Officer and Chairman of the Board of Directors of Tevogen Holdings. The Board of Directors of Tevogen Holdings is also expected to include Curtis Patton, Susan Podlogar, Victor Sordillo, Lindee Goh, Suren Ajjarapu, and Jeffrey Feike.

The transaction is subject to receipt of applicable governmental, regulatory, third-party approvals and completion of any antitrust expiration periods; approval of the shareholders of Semper Paratus and Tevogen Bio; the Registration Statement having been declared effective by the SEC; satisfaction of the $5,000,001 minimum net tangible asset test by Semper Paratus; approval from NYSE for the listing of the shares of Semper Paratus? Class A common to be issued in connection with the transaction; executed Lock-Up Agreement; resignations of each of the directors and officers of Semper; merger must qualify as reorganization within the meaning of Section 368(a)(1)(F) of the U.S. Internal Revenue Code of 1986 and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of all parties. As of November 13, 2023, Semper announced the extraordinary general meeting of shareholders is scheduled on December 6, 2023, under which Semper seeks to extend the business combination date by 12 months, from December 15, 2023 to December 15, 2024. As of December 4, 2023, Semper announced the extraordinary general meeting of shareholders is scheduled on December 14, 2023. As of January 24, 2024, Semper announced the extraordinary general meeting of shareholders is scheduled on January 29, 2024. As per filling on January 4, 2024, Semper Paratus announced that SEC had declared the registration statement on Form S-4 filed in connection with the transaction effective as of January 4, 2024. On January 24, 2024, Semper filed a supplement to its definitive proxy statement/prospectus to revise the Proxy Statement/Prospectus to 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. Semper shareholders approved the business combination at an extraordinary general meeting of its shareholders that was held on January 31, 2024. The transaction is expected to be completed in the fourth quarter of 2023. As of September 15, 2023, transaction is expected to close near the end of 2023. As of November 17, 2023, the transaction is expected to close in Q1 2024.

Andrew M. Tucker and Rebekah McCorvey of Nelson Mullins Riley & Scarborough LLP acted as legal advisor and due diligence provider to Semper Paratus. William Intner, Richard Aftanas, Beth Roberts and Kristin Connarn of Hogan Lovells US LLP acted as legal advisor and due diligence provider to Tevogen Bio. KPMG LLP acted as auditor to Tevogen and Marcum LLP acted as auditor to Semper Paratus. The board of directors of Semper Paratus engaged The Mentor Group, Inc. as financial advisor and to provide to the Semper Paratus Board a fairness opinion related thereto. Continental Stock Transfer & Trust Company acted as transfer agent to Semper Paratus. Semper Paratus has paid Mentor a fee of $100,000 in connection with delivery of its Opinion. Laurel Hill Advisory Group, LLC is acting as proxy solicitor to Semper for a fee of $16,500 plus disbursements.

Tevogen Bio Inc completed the acquisition of Semper Paratus Acquisition Corporation (NasdaqGM:LGST) from a group of shareholders in a reverse merger transaction on February 14, 2024.