 | NELSON MULLINS RILEY & SCARBOROUGH LLP ATTORNEYS AND COUNSELORS AT LAW | |
101 Constitution Ave, NW, Suite 900 Washington, DC 20001 T: 202.689.2800 F: 202.689.2860 nelsonmullins.com |
November 27, 2023
Via EDGAR
Office of Life Sciences
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
| Attention: | Tim Buchmiller, Cindy Polynice |
| Re: | Semper Paratus Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed November 13, 2023 File No. 001-41002 |
Dear Mr. Buchmiller and Ms. Polynice:
On behalf of Semper Paratus Acquisition Corporation (the “Company”), we hereby respond to the letter dated November 20, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Company’s Preliminary Proxy Statement on Schedule 14A filed November 13, 2023 (the “Proxy Statement”). In response to the Comment Letter, today the Company is filed Amendment No. 1 to Proxy Statement (the “Amended Proxy Statement”) with the Commission. For ease of reference, the text of the Staff’s comment from the Comment Letter is included in bold-face type below, followed by the Company’s response.
Preliminary Proxy Statement on Schedule 14A filed on November 13, 2023
General
| 1. | We note that you propose to extend your termination date to December 15, 2024, a date which is 37 months from your initial public offering, and that your units, public shares and public warrants are currently listed on Nasdaq. Section IM-5101-2 of the Nasdaq Listing Rules requires that a business combination be completed within 36 months of the effectiveness of the initial public offering registration statement. Please revise your disclosure to explain that your proposed termination date does not comply with this rule and disclose the risks associated with non-compliance, including that your securities may be subject to suspension and delisting from Nasdaq. |
Response: The Company respectfully acknowledges the Staff’s comment and advises in response that the Company revised the outside date to October 15, 2024 in the Amended Proxy Statement.
Office of Trade & Services
Division of Corporation Finance
Page 2
Please direct any questions or further communications relating to the above to the undersigned at (202) 689-2987 or Rebekah McCorvey at (470) 515-1971. Thank you for your attention to this matter.
| Very truly yours, | |
| /s/ Andrew Tucker | |
| Andrew Tucker |
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