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UNITED
STATES
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): November 17, 2023
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) (Zip Code)
(646)
807-8832
(Registrant’s
Telephone Number, Including Area Code)
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
7.01. Regulation FD Disclosure.
As
previously disclosed, on June 28, 2023, Semper Paratus Acquisition Corporation, a Cayman Island exempted company (“Semper Paratus”)
entered into an Agreement and Plan of Merger by and among Semper Paratus, Semper Merger Sub, Inc., a Delaware corporation and a wholly
owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC, Semper Paratus’ sponsor, in its capacity as
purchaser representative, Tevogen Bio Inc, a Delaware corporation (“Tevogen Bio”), and Ryan Saadi, in his capacity as seller
representative (as may be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among other
things, the parties will effect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving entity
(the “Merger”), as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged for
shares of Class A common stock, par value $0.0001 per share, of Semper Paratus (the “Share Exchange”), subject to the conditions
set forth in the Merger Agreement, with Tevogen Bio surviving the Share Exchange as a wholly owned subsidiary of Semper Paratus
(the Merger, the Share Exchange and the other transactions contemplated by the Merger Agreement, together, the “Transaction”).
Attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is an investor presentation (“Investor
Presentation”) that will be used by Semper Paratus and Tevogen Bio in connection with the Transaction.
The
Investor Presentation is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange
Act, except as expressly set forth by specific reference in such filing. For the avoidance of doubt, Semper Paratus intends for this
Form 8-K, including Exhibit 99.1, to satisfy the requirements of Rule 165(b) and Rule 425(a) under the Securities Act. This Current
Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
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 proposed Transaction between Semper Paratus and Tevogen Bio, including without limitation
statements regarding the anticipated benefits of the proposed Transaction, the anticipated timing of the proposed Transaction, 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 proposed Transaction, the satisfaction of closing conditions to the proposed Transaction, 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
statements are predictions, projections and other statements about future events that are based on current expectations and assumptions
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 proposed Transaction may not be
completed by Semper Paratus’ business combination deadline, otherwise in a timely manner, or at all, which may adversely
affect the price of Semper Paratus’ securities; (ii) the failure to satisfy the conditions to the consummation of the proposed
Transaction, including the approval of the Merger Agreement by the shareholders of Semper Paratus, the satisfaction of the minimum cash
at closing requirements, including as a result of any redemptions by Semper Paratus’ shareholders, and the receipt of certain
governmental, regulatory and third party approvals; (iii) the occurrence of any event, change or other circumstance that could
give rise to the termination of the Merger Agreement; (iv) redemptions exceeding anticipated levels or the failure to meet NYSE
initial listing standards in connection with the consummation of the proposed Transaction; (v) the effect of the announcement
or pendency of the proposed Transaction on Tevogen Bio’s business relationships, operating results, and business generally; (vi)
risks that the proposed Transaction disrupts current plans and operations of Tevogen Bio; (vii) the outcome of any legal proceedings
that may be instituted against Tevogen Bio or against Semper Paratus related to the Merger Agreement or the proposed Transaction ; (viii)
changes in the markets in which Tevogen Bio competes, including with respect to its competitive landscape, technology evolution,
or regulatory changes; (ix) changes in domestic and global general economic conditions; (x) risk that Tevogen Bio may not be able
to execute its growth strategies or may experience difficulties in managing its growth and expanding operations; (xi) risks related
to the ongoing COVID-19 pandemic and response; (xii) risk that Tevogen Bio may not be able to develop and maintain effective internal
controls; (xiii) costs related to the proposed Transaction and the failure to realize anticipated benefits of the proposed
Transaction or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions;
(xiv) the failure to recognize the anticipated benefits of the proposed Transaction and to achieve Tevogen Bio’s
commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things,
competition, the ability of Tevogen Bio to grow and manage growth economically and hire and retain key employees; (xv) the risk
that Tevogen Bio may fail to keep pace with rapid technological developments to provide new and innovative products and services or make
substantial investments in unsuccessful new products and services; (xvi) the ability to develop, license or acquire new therapeutics;
(xvii) the risk that Tevogen Bio will need to raise additional capital to execute its business plan, which may not be available
on acceptable terms or at all; (xviii) the risk of product liability or regulatory lawsuits or proceedings relating to Tevogen
Bio’s business; (xix) uncertainties inherent in the execution, cost, and completion of preclinical studies and clinical
trials; risks related to regulatory review, and approval and commercial development; (xx) risks associated with intellectual property
protection; (xxi) Tevogen Bio’s limited operating history; and (xxii) those factors discussed in Semper Paratus’
filings with the SEC and that that are contained in the preliminary proxy statement/prospectus relating to the proposed
Transaction.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
described in the “Risk Factors” section of the preliminary proxy statement/prospectus and the amendments thereto, the definitive
proxy statement/prospectus, and other documents to be filed by Semper Paratus from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while Tevogen Bio and Semper Paratus may elect to update these forward-looking statements
at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law. Neither of Tevogen Bio or Semper Paratus gives any assurance
that Tevogen Bio or Semper Paratus, or the combined company, will achieve its expectations. These forward-looking statements should not
be relied upon as representing Semper Paratus’ or Tevogen Bio’s assessments as of any date subsequent to the date of this
Current Report.
Additional
Information and Where to Find It
In connection with the Merger
Agreement and the proposed Transaction, Semper Paratus has filed materials with the the SEC, including a registration statement on Form
S-4 (the “Form S-4”), which includes a preliminary proxy statement/prospectus of Semper Paratus, and will file other documents
regarding the proposed transaction with the SEC. This communication is not intended to be, and is not, a substitute for the proxy statement/prospectus
or any other document that Semper Paratus has filed or may file with the SEC in connection with the proposed transaction. The Company’s
shareholders and other interested persons are advised to read the Form S-4, the preliminary proxy statement/prospectus and the amendments
thereto, the definitive proxy statement/prospectus, when it becomes available, and documents incorporated by reference therein
filed in connection with the proposed Transaction, as these materials contain or will contain important information about Semper
Paratus, Tevogen Bio, the Merger Agreement, and the proposed Transaction. When available, the definitive proxy statement/prospectus and
other relevant materials for the proposed Transaction will be mailed to shareholders of Semper Paratus as of a record date to be established
for voting on the proposed Transaction. Before making any voting or investment decision, investors and shareholders of Semper Paratus
are urged to carefully read the entire proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents. The Company’s investors and shareholders will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy statement/prospectus, and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov, or by directing
a request to: Semper Paratus Acquisition Corporation, 767 Third Avenue, 38th Floor, New York, NY, 10017, Attention: Mr. Suren
Ajjarapu.
Participants in the Solicitation
Semper Paratus, Tevogen Bio,
and their respective directors, executive officers, other members of management and employees may be deemed participants in the solicitation
of proxies from Semper Paratus’ shareholders with respect to the proposed Transaction. Investors and security holders may obtain
more detailed information regarding the names and interests in the proposed Transaction of Semper Paratus’ and Tevogen Bio’s
directors and officers in Semper Paratus’ filings with the SEC, including the Form S-4, the preliminary proxy statement/prospectus
and the amendments thereto, the definitive proxy statement/prospectus, and other documents filed with the SEC.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed Transaction and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there
be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are being filed herewith:
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:
November 17, 2023 |
By: |
/s/
Surendra Ajjarapu |
|
Name:
|
Surendra Ajjarapu |
|
Title:
|
Chief Executive Officer |
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