| Cayman Islands | | | 6770 | | | N/A | |
| (State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification No.) | |
| Ari Edelman, Esq. Reed Smith LLP 599 Lexington Avenue New York, NY 10022 Telephone: (212) 521-5400 | | | Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff, Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Telephone: (212) 370-1300 | |
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
| | | | | | | | | | | | | | | | | |
Title of Each Class of Securities to be Registered | | | | Amount to be Registered | | | | Proposed Maximum Offering Price Per Unit(1) | | | | Proposed Maximum Aggregate Offering Price(1)(2) | | | | Amount of Registration Fee(5) | |
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant(2) | | | | 34,500,000 units | | | | $10.00 | | | | $345,000,000 | | | | $31,981.50 | |
Class A ordinary shares included as part of the units(3) | | | | 34,500,000 shares | | | | — | | | | — | | | | — (4) | |
Redeemable warrants included as part of the units(3) | | | | 17,250,000 warrants | | | | — | | | | — | | | | — (4) | |
Total | | | | | | | | | | | | $345,000,000 | | | | $31,981.50 | |
| SEC expenses | | | | $ | 31,981.50 | | |
| FINRA expenses | | | | | 52,250.00 | | |
| Accounting fees and expenses | | | | | 35,000.00 | | |
| Printing and engraving expenses | | | | | 30,000.00 | | |
| Legal fees and expenses | | | | | 250,000.00 | | |
| Nasdaq listing and filing fees | | | | | 75,000.00 | | |
| Miscellaneous expenses | | | | | 25,768.50 | | |
| Total | | | | $ | 500,000.00 | | |
| Exhibit No. | | | Description | |
| 99.1 | | | | |
| 99.2 | | | | |
| 99.3 | | | | |
| 99.4 | | | |
| | | | SEMPER PARATUS ACQUISITION CORPORATION | | |||
| | | | By: | | | /s/ B. Ben Baldanza Name: B. Ben Baldanza Title: Chief Executive Officer | |
| Signature | | | Name | | | Title | | | Date | |
| /s/ B. Ben Baldanza | | | B. Ben Baldanza | | | Chief Executive Officer (Principal Executive Officer) | | | October | |
| /s/ Philippe J. Kurzweil | | | Philippe J. Kurzweil | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | October | |
| * | | | Richard N. Peretz | | | Executive Chairman | | | October | |
| * | | | Hooman Yazhari | | | Vice Chairman | | | October | |
| * | | | Paul P. Jebely | | | Director | | | October | |
| * | | | By: | | | /s/ Philippe J. Kurzweil Name: Philippe J. Kurzweil Title: Attorney-in-Fact | | | | |