Tevogen Bio Inc entered into a merger agreement to acquire Semper Paratus Acquisition Corporation (NasdaqGM:LGST) 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 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. 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; and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of all parties. The transaction is expected to be completed in the fourth quarter of 2023. Andrew M. Tucker of Nelson Mullins Riley & Scarborough LLP acted as legal advisor to Semper Paratus. William Intner and Richard Aftanas of Hogan Lovells US LLP acted as legal advisor to Tevogen Bio. KPMG LLP acted as auditor to Tevogen and Marcum LLP acted as auditor to Semper Paratus.