Tevogen Bio (TVGN) 10-Q 28 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 24, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41002
Entity Registrant Name	Tevogen Bio Holdings Inc.
Entity Central Index Key	0001860871
Entity Tax Identification Number	98-1597194
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	15 Independence Boulevard
Entity Address, Address Line Two	Suite #410
Entity Address, City or Town	Warren
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07059
City Area Code	(877)
Local Phone Number	838-6436
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		166,114,418
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TVGN
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	TVGNW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash	$ 1,317,900	$ 1,052,397
Prepaid expenses and other assets	923,202	670,582
Total current assets	2,399,921	1,722,979
Property and equipment, net	418,099	458,651
Right-of-use assets - operating leases	412,111	469,862
Deferred transaction costs		2,582,870
Other assets	133,276	271,141
Total assets	3,363,407	5,505,503
Current liabilities:
Accounts payable	5,211,899	3,418,378
Accrued expenses and other liabilities	1,564,834	1,096,450
Operating lease liabilities	260,583	252,714
Notes payable	1,651,000
Convertible promissory notes		80,712,000
Total current liabilities	8,938,316	85,479,542
Convertible promissory notes		14,220,000
Operating lease liabilities	166,788	234,858
Derivative warrant liabilities	60,973
Total liabilities	9,166,077	99,934,400
Stockholders’ deficit
Common stock, $0.0001 par value; 800,000,000 shares authorized; 164,614,418 and 119,999,989 shares issued and outstanding at March 31, 2024 and December 31, 2023	16,462	12,000
Additional paid-in capital	76,160,773	5,216,840
Accumulated deficit	(88,392,895)	(99,657,737)
Total stockholders’ deficit	(5,802,670)	(94,428,897)
Total liabilities and stockholders’ deficit	3,363,407	5,505,503
Series A Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock	2,799,990
Series B Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock	3,613,000
Related Party [Member]
Current assets:
Due from related party	158,819
Current liabilities:
Due to related party	$ 250,000

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preferred stock, par value (in dollar per share)	$ 0.0001
Preferred stock, shares authorized	20,000,000
Common shares, par value (in dollar per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	800,000,000	800,000,000
Common shares, shares issued	164,614,418	119,999,989
Common shares, shares outstanding	164,614,418	119,999,989
Series A Preferred Stock [Member]
Preferred stock, par value (in dollar per share)	$ 0.0001
Preferred stock, shares authorized	2,000
Preferred stock, shares issued	500
Preferred stock, shares outstanding	500
Series B Preferred Stock [Member]
Preferred stock, par value (in dollar per share)	$ 0.0001
Preferred stock, shares authorized	3,613
Preferred stock, shares issued	3,613
Preferred stock, shares outstanding	3,613

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
Research and development	$ 20,811,582	$ 1,347,173
General and administrative	8,705,142	977,109
Total operating expenses	29,516,724	2,324,282
Loss from operations	(29,516,724)	(2,324,282)
Interest expense, net	(155,786)	(288,997)
Merger transaction costs	(7,499,353)
Change in fair value of warrants	(31,973)
Change in fair value of convertible promissory notes	48,468,678	(28,142,865)
Net income (loss)	11,264,842	(30,756,144)
Net income (loss) attributable to common stockholders, basic	10,506,866	(30,756,144)
Net loss attributable to common stockholders, diluted	$ (37,049,420)	$ (30,756,144)
Net income (loss) per share attributable to common stockholders, basic	$ 0.08	$ (0.26)
Net loss per share attributable to common stockholders, diluted	$ (0.26)	$ (0.26)
Weighted average common stock outstanding, basic	137,333,802	119,999,989
Weighted average common stock outstanding, diluted	142,387,651	119,999,989

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022			$ 12,000	$ 5,216,840	$ (39,180,057)	$ (33,951,217)
Balance, shares at Dec. 31, 2022			119,999,989
Net Income (loss)					(30,756,144)	(30,756,144)
Balance at Mar. 31, 2023			$ 12,000	5,216,840	(69,936,201)	(64,707,361)
Balance, shares at Mar. 31, 2023			119,999,989
Balance at Dec. 31, 2023			$ 12,000	5,216,840	(99,657,737)	(94,428,897)
Balance, shares at Dec. 31, 2023			119,999,989
Issuance of Series A preferred stock	$ 2,799,990					$ 2,799,990
Issuance of Series A preferred stock, shares	500					164,614,418
Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance				200,000		$ 200,000
Issuance of Series B preferred stock		$ 3,613,000				3,613,000
Issuance of Series B preferred stock, shares		3,613
Conversion of convertible promissory notes into common stock in connection with merger			$ 1,034	46,621,593		46,622,627
Conversion of convertible promissory notes into common stock in connection with merger, shares			10,337,419
Merger, net of redemptions and transaction costs			$ 1,478	(2,885,459)		(2,883,981)
Merger, net of redemptions and transaction costs, shares			14,778,056
Issuance of restricted common stock			$ 1,935	(1,935)
Issuance of restricted common stock, shares			19,348,954
Issuance of common stock for Sponsor advisory service fee			$ 15	676,485		676,500
Issuance of common stock for Sponsor advisory service fee, shares			150,000
Stock-based compensation				26,333,249		26,333,249
Net Income (loss)					11,264,842	11,264,842
Balance at Mar. 31, 2024	$ 2,799,990	$ 3,613,000	$ 16,462	$ 76,160,773	$ (88,392,895)	$ (5,802,670)
Balance, shares at Mar. 31, 2024	500	3,613	164,614,418

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net income (loss)	$ 11,264,842	$ (30,756,144)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense	40,552	39,735
Stock-based compensation expense	26,333,249
Non-cash interest expense	159,305	289,135
Merger transaction costs	7,099,353
Change in fair value of convertible promissory notes	(48,468,678)	28,142,865
Loss on Series A Preferred Stock issuance	799,990
Change in fair value of warrants	31,973
Amortization of right-of-use asset	57,751	51,473
Change in operating assets and liabilities:
Prepaid expenses and other assets	(250,119)	70,552
Other assets	(68,446)	21,344
Accounts payable	1,697,346	497,483
Accrued expenses and other liabilities	(800,742)	(480,404)
Operating lease liabilities	(60,201)	(53,174)
Net cash used in operating activities	(2,163,825)	(2,177,135)
Cash flows from investing activities:
Purchases of property and equipment		(133,000)
Net cash used in investing activities		(133,000)
Cash flows from financing activities:
Cash acquired in connection with the reverse recapitalization	229,328
Proceeds from issuance of Series A Preferred Stock	2,000,000
Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock Issuance	200,000
Proceeds from issuance of convertible promissory notes		2,500,000
Net cash provided by financing activities	2,429,328	2,500,000
Net increase in cash	265,503	189,865
Cash – beginning of period	1,052,397	5,484,265
Cash – end of period	1,317,900	5,674,130
Supplementary disclosure of noncash investing and financing activities:
Conversion of convertible promissory notes into common stock in connection with Merger	46,622,627
Issuance of common stock for net liabilities upon reverse recapitalization, net of transaction costs	$ (3,113,309)

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ 11,264,842	$ (30,756,144)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Insider Trading Arrangements [Line Items]
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF BUSINESS

NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
NATURE OF BUSINESS	NOTE 1. NATURE OF BUSINESS Tevogen Bio Holdings Inc. (f/k/a Semper Paratus Acquisition Corporation), a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy company harnessing the power of CD8+ cytotoxic T lymphocytes to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders. The Company’s precision T cell technology platform, ExacTcell, is a set of processes and methodologies to develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactively selected, precisely defined targets. The Company has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of ambulatory, high-risk adult COVID-19 patients, and has other product candidates in its pipeline. On February 14, 2024 (the “Closing Date”), pursuant to the agreement and plan of merger dated June 28, 2023 (the “Merger Agreement”), by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”) SSVK Associates, LLC, (the “Sponsor”) Tevogen Bio Inc (n/k/a Tevogen Bio Inc.) (“Tevogen Bio”), and Dr. Ryan Saadi in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio with Tevogen Bio being the surviving company and a wholly owned subsidiary of the Company (the “Merger,” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”), and Semper Paratus was renamed Tevogen Bio Holdings Inc. In connection with the closing of the Business Combination (the “Closing”), the then-outstanding shares of common stock of Tevogen Bio, were converted into shares of the common stock of the Company at an exchange ratio of approximately 4.85 As discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements of the Company prior to the Merger are those of Tevogen Bio. All information related to the common stock of Tevogen Bio prior to the Closing and presented in the consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Exchange Ratio. Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 90.9 9.1

DEVELOPMENT-STAGE RISKS AND LIQ

DEVELOPMENT-STAGE RISKS AND LIQUIDITY	3 Months Ended
	Mar. 31, 2024
Development-stage Risks And Liquidity
DEVELOPMENT-STAGE RISKS AND LIQUIDITY	NOTE 2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY The Company has generally incurred losses and negative cash flows from operations since inception and had an accumulated deficit of $ 88,392,895 1,317,900 2,000,000 Management is currently evaluating different strategies to obtain the additional funding for future operations for subsequent years. These strategies may include but are not limited to private placements of equity and/or debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects. Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing research, conducting pre-clinical studies and clinical trials, and pursuing the Business Combination. The Company is subject to those risks associated with any specialty biotechnology company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies included in the Company’s annual financial statements that can be found in Exhibit 99.1 of the Company’s Current Report on Form 8-K/A filed with the SEC on April 29, 2024 (the “Form 8-K”), have not materially changed, except as follows: Basis of Presentation The accompanying unaudited consolidated financial statements of the Company are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, (which consist primarily of accruals, estimates, and assumptions that impact the consolidated financial statements) which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio filed as Exhibits 99.1 and 99.2 to the Form 8-K. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods. Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the unaudited consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to the Merger, the fair value of the Series A Preferred Stock and Series B Preferred Stock, stock-based compensation assumptions, the estimated useful lives of property and equipment, and accrued research and development expenses. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash. Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one segment. Warrants As the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering (the “IPO”) in accordance with ASC 815, Derivatives and Hedging-Contracts in Entity’s Own Equity Distinguishing Liabilities from Equity TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; Level 3 Unobservable inputs in which there is little or no market data available and which require the Company to develop its own assumptions that market participants would use in pricing an asset or liability. Financial instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable. The Company believes that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of these instruments. The Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company elected the fair value option to reduce accounting complexity and private warrants after the Merger. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes. Schedule of Fair Value Measurement Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value (48,468,678 ) Derecognition upon conversion of convertible promissory notes (46,622,627 ) Balance at March 31, 2024 $ - Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 2,500,000 Accrued interest expense 289,135 Change in fair value 28,142,865 Balance at March 31, 2023 $ 70,229,000 The Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory notes prior to the Merger. Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior to the Merger included volatility ( 80 35 36 85 95 There were no transfers between levels during the three months ended March 31, 2024 and 2023. Upon the Closing, the Company acquired private warrants the fair value of which increased by $ 31,973 Schedule of Fair Values Of Warrants Balance at February 15, 2024 $ 29,000 Change in fair value 31,973 Balance at March 31, 2024 $ 60,973 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Liabilities: Derivative warrant liabilities 3 $ - $ - $ 60,973 The Company’s nonrecurring fair value measurements consist of Series A and Series B Preferred Stock. Such fair value measurements are Level 3 inputs. The Company determined the fair value of Series A Preferred Stock using a Monte Carlo simulation. Key inputs utilized in the Monte Carlo simulation to estimate fair value of Series A Preferred Stock included a range of volatility between 75% 85% 0.5 10.0 4.3% 5.3% 2,000,000 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Net Income (Loss) Per Share The Company computes basic net income (loss) per share by dividing net income (loss) by the weighted average common stock outstanding during the period. The Company determined that each outstanding share of preferred stock and restricted common stock would participate in earnings available to common stockholders but would not participate in losses. The Company computes diluted net income (loss) per share by dividing the net income (loss) by the sum of the weighted average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of potentially dilutive securities. Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

BUSINESS COMBINATION

BUSINESS COMBINATION	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
BUSINESS COMBINATION	NOTE 4. BUSINESS COMBINATION On the Closing Date, the Company completed the Business Combination described in Note 1. The Merger was accounted for as a reverse recapitalization under GAAP because Tevogen Bio was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including: (i) former Tevogen Bio equityholders and holders of convertible promissory notes owned approximately 91.0 164,614,418 The following table shows the net liabilities acquired in the Merger: SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER February 14, 2024 Cash $ 229,328 Due from Sponsor 158,819 Prepaid expenses and other assets 2,501 Accounts payable (96,175 ) Accrued expenses (1,269,126 ) Notes payable (1,651,000 ) Derivative warrant liabilities (29,000 ) Total net liabilities acquired (2,654,653 ) Plus: Merger transaction costs limited to cash acquired (229,328 ) Total net liabilities acquired plus transaction costs $ (2,883,981 ) Total transaction costs of $ 7,728,681 229,328 were charged directly to equity to the extent of the cash received from the Merger with the balance of $ 7,499,353 charged to Merger transaction costs for the three months ended March 31, 2024. Former holders of Tevogen Bio common stock and the Sponsor are eligible to receive up to an aggregate of 24,500,000 In connection with the Merger, the Company issued Series B Preferred Stock to the Sponsor. The issuance date fair value of the Series B Preferred Stock was recorded to Merger transaction costs within the consolidated statements of operations. See Note 9 for additional information. TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

EARNOUT SHARES

EARNOUT SHARES	3 Months Ended
	Mar. 31, 2024
Earnout Shares
EARNOUT SHARES	NOTE 5. EARNOUT SHARES Following the Closing, former holders of Tevogen Bio common stock may receive up to 20,000,000 Earnout Shares in tranches of 6,666,667 , 6,666,667 , and 6,666,666 shares of common stock per tranche, respectively. The first, second, and third tranches are issuable if the VWAP per share of the Company’s common stock is greater or equal to $ 15.00 , $ 17.50 , and $ 20.00 , respectively, over any twenty trading days within any thirty consecutive day trading period during the three-year period after the Closing. The Sponsor received the right to Earnout Shares with the same terms above, except that each of the Sponsor’s three earnout tranches are for 1,500,000 4,500,000 The Earnout Shares are a form of dividend for holders of Tevogen Bio common stock, and the Earnout Shares earnable by the Sponsor are treated as contingent consideration in a reverse recapitalization. In accordance with ASC 815, the Earnout Shares were considered to be indexed to the Company’s common stock and are classified within permanent equity.

ACCRUED EXPENSES AND OTHER LIAB

ACCRUED EXPENSES AND OTHER LIABILITIES	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER LIABILITIES	NOTE 6. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES March 31, December, 31 2024 2023 Professional services $ 1,337,588 $ 976,301 Other 227,246 120,149 Total $ 1,564,834 $ 1,096,450

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 7. NOTES PAYABLE As a result of the Merger, the Company assumed notes payable held by Polar Multi-Strategy Master Fund (“Polar”) for which the proceeds were to be used for working capital purposes by Semper Paratus with an outstanding balance of $ 1,651,000 on the Closing Date and remain outstanding at March 31, 2024. The notes payable do not accrue interest. The outstanding balance of the notes was required to be repaid in full within five business days of the Merger, and the Company is therefore in default of its obligations at March 31, 2024. The notes’ default provisions require the Sponsor to transfer a certain number of its own shares to Polar on a monthly basis until the default is cured, subject to an aggregate cap, but do not require the Company to transfer any shares or pay any amounts to Polar. Polar waived the Sponsor’s requirement to transfer shares with respect to the initial month of default.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	NOTE 8. STOCK-BASED COMPENSATION In connection with the Closing, the Company adopted the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the “2024 Plan”) and no longer grants awards pursuant to the 2020 Equity Incentive Plan (the “2020 Plan”). Each restricted stock unit (“RSU”) award granted under the 2020 Plan that was outstanding and unvested as of the Closing Date was automatically canceled and converted into an award under the 2024 Plan with respect to the common stock of the Company. Such converted awards remain subject to the same terms and conditions as set forth under the applicable award agreement prior to the Closing. Under the 2024 Plan, the Company is authorized to grant awards up to an aggregate 40,000,000 20,651,046 The Company has issued RSUs that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions. Compensation expense for service-based RSUs are recognized on a straight-line basis over the vesting period of the award. Compensation expense for service-based and performance-based RSUs (“Performance-Based RSUs”) are recognized when the performance condition, which is based on a liquidity event condition being satisfied, is deemed probable of achievement. TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS On the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to the Company’s Chief Executive Officer, Dr. Ryan Saadi (the “Special RSU Award”). Such RSUs immediately converted into shares of restricted common stock (“Restricted Stock”), the restrictions on which lapse in four equal annual installments beginning on February 14, 2031 (“Vesting Period”). Pursuant to the terms of the Special RSU Award, Dr. Saadi will be entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit. Dr. Saadi will automatically forfeit all unvested Restricted Stock in the event he departs the Company. The fair value per share for the Special RSU Award was determined to be $ 4.51 per share, equivalent to the Company’s stock price on the Closing Date, resulting in a total grant date fair value of $ 87,263,783 . In accordance with ASC 718, Compensation – Stock Compensation Restricted Stock and RSU activity was as follows: SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY Service-Based Restricted Stock Performance-Based RSUs Shares Weighted average grant-date fair value Shares Weighted average grant-date fair value Nonvested as of January 1, 2024 — $ — 10,900,128 $ 2.97 Granted 19,348,954 4.51 — — Vested — — (7,148,506 ) 2.85 Forfeited — — — — Nonvested as of March 31, 2024 19,348,954 $ 4.51 3,751,622 $ 3.19 As a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 25,233,487 86,164,020 9.9 7,104,643 1.2 The Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended March 31, 2024 Research and development $ 19,735,896 General and administrative 6,597,353 Total $ 26,333,249 No

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9. STOCKHOLDERS’ DEFICIT Common Stock As of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW”, respectively. As of March 31, 2024, the Company had 164,614,418 Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING March 31, 2024 Total shares of common stock legally issued and outstanding 164,614,418 Plus: Shares to be issued: Shares issuable to Polar (a) 1,500,000 Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing (b) 7,148,506 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (c) (19,348,954 ) Total shares issued and outstanding 153,913,970 (a) Shares issuable to Polar under a subscription agreement as a result of the Merger. See Note 7 for additional information. (b) As of March 31, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information. (c) Dr. Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company. See Note 8 for additional information on the Special RSU Award. Prior to the Merger, Tevogen Bio had outstanding shares of voting and non-voting common stock. Upon the Closing, Tevogen Bio’s common stockholders received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed in Note 1. TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Preferred Stock The Company is authorized to issue 20,000,000 0.0001 Series A Preferred Stock I n March 2024, the Company authorized and issued 2,000 500 shares, respectively, of Series A Preferred Stock (the “Series A”) to an investor at a price of $ 4,000 per share (the “Series A Original Issue Price”), for gross proceeds of $ 2.0 million. 799,990 5,600 4,000 Dividends Holders of Series A are entitled to receive dividends accruing daily on a cumulative basis payable at a fixed rate of 5 the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding (the “Series A Accruing Dividends”) Liquidation The Series A ranks senior to common stock and Series B Preferred Stock (the “Series B”) in liquidation priority. In the event of a liquidation of the Company, or certain deemed liquidation events, the Series A is redeemable for a price equal to the greater of the Series A Original Issue Price plus all Series A Accruing Dividends that are unpaid through the redemption date, or such amount that would have been payable had the Series A converted into shares of common stock immediately before the liquidation or deemed liquidation event. Voting The Series A does not have any voting rights. Redemption The holders of Series A are not entitled to redeem their shares outside of the liquidation of the Company or the occurrence of a deemed liquidation event. The Company is entitled to redeem that Series A at a price equal to the Series A Original Issue Price plus any Series A Accruing Dividends accrued but unpaid thereon, if the VWAP of the Company’s common stock exceeds $ 5.00 the twenty days immediately prior to the Company’s call election Conversion The holders of Series A have the option to convert the Series A into shares of common stock at a ratio equal to the Series A Original Issue Price divided by the Series A Conversion Price, which is initially $ 4.00 Series A-1 Preferred Stock On March 27, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement with the Series A investor covering the issuance of 600 6,000,000 The terms of the Series A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum and the Series A-1 Issuance Price is defined as $ 10,000 200,000 Series B Preferred Stock In connection with the Closing, the Company entered into an agreement to issue shares of Series B to the Sponsor in return for the Sponsor assuming liabilities and obligations (“Assumed Liabilities”) of Semper Paratus and Tevogen Bio. On March 15, 2024, 3,613 3,613,000 the liabilities were not extinguished and 3,613,000 Dividends Holders of Series B are entitled to receive cumulative dividends at the Series B Dividend Rate, which accrue quarterly on the basis of a 360-day year and accrue whether or not declared by the Company provided that to the extent the Assumed Liabilities are outstanding, any dividend(s) will be paid by the Company on behalf of the Sponsor to the creditors first. The Series B Dividend Rate is initially 3.25% per quarter, increases by 0.25% on each 30-day anniversary of the Initial Dividend Date (Defined below), and capped at 7.5% per quarter. 1,000 Liquidation The Series B Preferred Stock ranks senior to common stock and junior to Series A in liquidation priority. In the event of a liquidation of the Company, the Series B is redeemable for a price equal to the aggregate amount of the liabilities assumed by the Sponsor following the Closing, which was $ 1,000 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Voting The Series B does not have any voting rights. Redemption The holders of Series B are not entitled to redeem their shares outside of the liquidation of the Company. The Company is entitled to redeem the Series B at a price equal to the Series B Issue Price. Conversion The Series B Preferred Stock do not contain any conversion rights. Warrants Upon the Closing, 17,975,000 17,250,000 725,000 Public Warrants The public warrants have an exercise price of $ 11.50 March 15, 2024 The Company may redeem the public warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public warrants. 17,250,000 Private Placement Warrants Each private placement warrant is identical to the public warrants, except that the private placement warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company and (ii) may be exercised by the holders on a cashless basis. As of March 31, 2024, there are 725,000 See Note 3 for additional information on the Company’s warrant accounting policy.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 10. RELATED PARTY TRANSACTIONS Transactions with Sponsor Pursuant to the Merger Agreement, the Company incurred $ 2,000,000 250,000 250,000 150,000 on the consolidated balance sheets under the line item “Due to related party”. As of March 31, 2024, the Sponsor owes the Company $ 158,819 See Note 9 for additional information on the Series B issued to the Sponsor. TEVOGEN BIO HOLDINGS INC. Stock-Based Compensation In January 2023, the Company issued 40,000 20,000 800,396

NET INCOME (LOSS) PER SHARE

NET INCOME (LOSS) PER SHARE	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
NET INCOME (LOSS) PER SHARE	NOTE 11. NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted income (loss) per share: SCHEDULE OF NET LOSS PER SHARE Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) $ 11,264,842 $ (30,756,144 ) Less: Cumulative undeclared Series A dividends (1,370 ) — Less: Undistributed earnings allocated to participating securities (756,606 ) — Net income (loss) attributable to common stockholders $ 10,506,866 $ (30,756,144 ) Net income (loss) $ 11,264,842 $ (30,756,144 ) Less: Cumulative undeclared Series A dividends (1,370 ) — Less: Convertible promissory note interest 155,786 — Less: Convertible promissory note change in fair value (48,468,678 ) — Net loss attributable to common stockholders, diluted $ (37,049,420 ) $ (30,756,144 ) Denominator: Weighted average common stock outstanding, basic 137,333,802 119,999,989 Net income (loss) per share attributable to common stockholders, basic $ 0.08 $ (0.26 ) Weighted average common stock outstanding, basic 137,333,802 — Effect of potentially dilutive convertible promissory notes 5,053,849 — Total potentially dilutive securities 5,053,849 — Weighted average common stock outstanding, diluted 142,387,651 119,999,989 Net loss per share attributable to common stockholders - basic and diluted $ (0.26 ) $ (0.26 ) Net loss per share attributable to common stockholders - diluted $ (0.26 ) $ (0.26 ) As of March 31, 2024 and 2023, the Company’s potentially dilutive securities included Series A Preferred Stock, outstanding public warrants and convertible promissory notes on an as-converted basis. Series A and Restricted Stock are participating securities as Series A is entitled to participate in dividends and in earnings (but not losses) of the Company on an as-converted basis as common shares and the Restricted Stock holder is entitled to participate in any dividends declared on common stock. Accordingly, undistributed earnings are allocated to common shares and participating securities based on the weighted-average shares of each class outstanding during the period. See Note 8 and Note 9 for additional rights and privileges of Restricted Stock and Series A, respectively. Restricted Stock are excluded from the weighted average common stock outstanding pending the achievement of underlying service conditions. The Company excluded the following potential shares from the computation of diluted net loss per share because including them would have had an anti-dilutive effect: SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE March 31, 2024 2023 Outstanding restricted stock units (a) 3,751,622 10,355,527 Restricted Stock 19,348,954 - Public warrants 17,250,000 — Private warrants 725,000 — Convertible promissory notes (b) — 2,946,336 Earnout Shares 24,500,000 — Total 65,575,576 13,301,863 (a) As of March 31, 2024, there were an additional 7,148,506 (b) The number of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements, dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through May 28, 2024, the issuance date of these the financial statements and has not identified any additional items requiring disclosure that have not previously been mentioned elsewhere.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements of the Company are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, (which consist primarily of accruals, estimates, and assumptions that impact the consolidated financial statements) which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio filed as Exhibits 99.1 and 99.2 to the Form 8-K. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods.
Use of Estimates	Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the unaudited consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to the Merger, the fair value of the Series A Preferred Stock and Series B Preferred Stock, stock-based compensation assumptions, the estimated useful lives of property and equipment, and accrued research and development expenses.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash.
Segment Reporting	Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one segment.
Warrants	Warrants As the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering (the “IPO”) in accordance with ASC 815, Derivatives and Hedging-Contracts in Entity’s Own Equity Distinguishing Liabilities from Equity TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Fair Value Measurements	Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; Level 3 Unobservable inputs in which there is little or no market data available and which require the Company to develop its own assumptions that market participants would use in pricing an asset or liability. Financial instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable. The Company believes that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of these instruments. The Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company elected the fair value option to reduce accounting complexity and private warrants after the Merger. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes. Schedule of Fair Value Measurement Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value (48,468,678 ) Derecognition upon conversion of convertible promissory notes (46,622,627 ) Balance at March 31, 2024 $ - Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 2,500,000 Accrued interest expense 289,135 Change in fair value 28,142,865 Balance at March 31, 2023 $ 70,229,000 The Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory notes prior to the Merger. Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior to the Merger included volatility ( 80 35 36 85 95 There were no transfers between levels during the three months ended March 31, 2024 and 2023. Upon the Closing, the Company acquired private warrants the fair value of which increased by $ 31,973 Schedule of Fair Values Of Warrants Balance at February 15, 2024 $ 29,000 Change in fair value 31,973 Balance at March 31, 2024 $ 60,973 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Liabilities: Derivative warrant liabilities 3 $ - $ - $ 60,973 The Company’s nonrecurring fair value measurements consist of Series A and Series B Preferred Stock. Such fair value measurements are Level 3 inputs. The Company determined the fair value of Series A Preferred Stock using a Monte Carlo simulation. Key inputs utilized in the Monte Carlo simulation to estimate fair value of Series A Preferred Stock included a range of volatility between 75% 85% 0.5 10.0 4.3% 5.3% 2,000,000 TEVOGEN BIO HOLDINGS INC. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Net Income (Loss) Per Share	Net Income (Loss) Per Share The Company computes basic net income (loss) per share by dividing net income (loss) by the weighted average common stock outstanding during the period. The Company determined that each outstanding share of preferred stock and restricted common stock would participate in earnings available to common stockholders but would not participate in losses. The Company computes diluted net income (loss) per share by dividing the net income (loss) by the sum of the weighted average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of potentially dilutive securities.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of Fair Value Measurement	Schedule of Fair Value Measurement Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value (48,468,678 ) Derecognition upon conversion of convertible promissory notes (46,622,627 ) Balance at March 31, 2024 $ - Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 2,500,000 Accrued interest expense 289,135 Change in fair value 28,142,865 Balance at March 31, 2023 $ 70,229,000
Schedule of Fair Values Of Warrants	Schedule of Fair Values Of Warrants Balance at February 15, 2024 $ 29,000 Change in fair value 31,973 Balance at March 31, 2024 $ 60,973
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis Level Quoted Prices in Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs Liabilities: Derivative warrant liabilities 3 $ - $ - $ 60,973

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	3 Months Ended
	Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER	The following table shows the net liabilities acquired in the Merger: SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER February 14, 2024 Cash $ 229,328 Due from Sponsor 158,819 Prepaid expenses and other assets 2,501 Accounts payable (96,175 ) Accrued expenses (1,269,126 ) Notes payable (1,651,000 ) Derivative warrant liabilities (29,000 ) Total net liabilities acquired (2,654,653 ) Plus: Merger transaction costs limited to cash acquired (229,328 ) Total net liabilities acquired plus transaction costs $ (2,883,981 )

ACCRUED EXPENSES AND OTHER LI_2

ACCRUED EXPENSES AND OTHER LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES	Accrued expenses and other liabilities consisted of the following: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES March 31, December, 31 2024 2023 Professional services $ 1,337,588 $ 976,301 Other 227,246 120,149 Total $ 1,564,834 $ 1,096,450

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY	Restricted Stock and RSU activity was as follows: SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY Service-Based Restricted Stock Performance-Based RSUs Shares Weighted average grant-date fair value Shares Weighted average grant-date fair value Nonvested as of January 1, 2024 — $ — 10,900,128 $ 2.97 Granted 19,348,954 4.51 — — Vested — — (7,148,506 ) 2.85 Forfeited — — — — Nonvested as of March 31, 2024 19,348,954 $ 4.51 3,751,622 $ 3.19
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE	The Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of operations: SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Three months ended March 31, 2024 Research and development $ 19,735,896 General and administrative 6,597,353 Total $ 26,333,249

STOCKHOLDERS_ DEFICIT (Tables)

STOCKHOLDERS’ DEFICIT (Tables)	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING	Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING March 31, 2024 Total shares of common stock legally issued and outstanding 164,614,418 Plus: Shares to be issued: Shares issuable to Polar (a) 1,500,000 Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing (b) 7,148,506 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (c) (19,348,954 ) Total shares issued and outstanding 153,913,970 (a) Shares issuable to Polar under a subscription agreement as a result of the Merger. See Note 7 for additional information. (b) As of March 31, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information. (c) Dr. Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company. See Note 8 for additional information on the Special RSU Award.

NET INCOME (LOSS) PER SHARE (Ta

NET INCOME (LOSS) PER SHARE (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
SCHEDULE OF NET LOSS PER SHARE	The following table sets forth the computation of basic and diluted income (loss) per share: SCHEDULE OF NET LOSS PER SHARE Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) $ 11,264,842 $ (30,756,144 ) Less: Cumulative undeclared Series A dividends (1,370 ) — Less: Undistributed earnings allocated to participating securities (756,606 ) — Net income (loss) attributable to common stockholders $ 10,506,866 $ (30,756,144 ) Net income (loss) $ 11,264,842 $ (30,756,144 ) Less: Cumulative undeclared Series A dividends (1,370 ) — Less: Convertible promissory note interest 155,786 — Less: Convertible promissory note change in fair value (48,468,678 ) — Net loss attributable to common stockholders, diluted $ (37,049,420 ) $ (30,756,144 ) Denominator: Weighted average common stock outstanding, basic 137,333,802 119,999,989 Net income (loss) per share attributable to common stockholders, basic $ 0.08 $ (0.26 ) Weighted average common stock outstanding, basic 137,333,802 — Effect of potentially dilutive convertible promissory notes 5,053,849 — Total potentially dilutive securities 5,053,849 — Weighted average common stock outstanding, diluted 142,387,651 119,999,989 Net loss per share attributable to common stockholders - basic and diluted $ (0.26 ) $ (0.26 ) Net loss per share attributable to common stockholders - diluted $ (0.26 ) $ (0.26 )
SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE	SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE March 31, 2024 2023 Outstanding restricted stock units (a) 3,751,622 10,355,527 Restricted Stock 19,348,954 - Public warrants 17,250,000 — Private warrants 725,000 — Convertible promissory notes (b) — 2,946,336 Earnout Shares 24,500,000 — Total 65,575,576 13,301,863 (a) As of March 31, 2024, there were an additional 7,148,506 (b) The number of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements, dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date.

NATURE OF BUSINESS (Details Nar

NATURE OF BUSINESS (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2024	Feb. 14, 2024
Tevogen Bio [Member]
Equity holders percentage	90.90%
Semper Paratus [Member]
Equity holders percentage	9.10%
Common Stock [Member]
Exchange ratio		$ 4.85

DEVELOPMENT-STAGE RISKS AND L_2

DEVELOPMENT-STAGE RISKS AND LIQUIDITY (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Amount of accumulated undistributed earnings	$ 88,392,895		$ 99,657,737
Management cash	1,317,900		$ 1,052,397
Sale of preferred stock	2,000,000
Series A1 Preferred Stock [Member]
Sale of preferred stock	$ 2,000,000

Schedule of Fair Value Measurem

Schedule of Fair Value Measurement (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Fair value beginning balance	$ 94,932,000	$ 39,297,000
Initial fair value at issuance		2,500,000
Initial fair value at issuance	159,305	289,135
Initial fair value at issuance	(48,468,678)	28,142,865
Derecognition upon conversion of convertible promissory notes	(46,622,627)
Fair value ending balance		$ 70,229,000

Schedule of Fair Values Of Warr

Schedule of Fair Values Of Warrants (Details) - USD ($)	2 Months Ended	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023
Accounting Policies [Abstract]
Balance, beginning	$ 29,000
Change in fair value	31,973	31,973
Balance, ending	$ 60,973	$ 60,973

Schedule of Assets and Liabilit

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)	Mar. 31, 2024	Feb. 15, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities	$ 60,973	$ 29,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities	$ 60,973

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	1 Months Ended	2 Months Ended	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Volatility			80%
Change in fair value of warrants		$ 31,973	$ 31,973
Sale of preferred stock			2,000,000
Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Sale of preferred stock	$ 2,000,000		$ 2,000,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Discount rate			35%
Percentage of probability of liquidity event	85%	85%	85%
Range in years	6 months	6 months	6 months
Minimum [Member] | Measurement Input, Price Volatility [Member]
Property, Plant and Equipment [Line Items]
Risk-free interest rate percentage	75	75	75
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Property, Plant and Equipment [Line Items]
Risk-free interest rate percentage	4.03	4.03	4.03
Maximum [Member]
Property, Plant and Equipment [Line Items]
Discount rate			36%
Percentage of probability of liquidity event	95%	95%	95%
Change in fair value of warrants			$ 31,973
Range in years	10 years	10 years	10 years
Maximum [Member] | Measurement Input, Price Volatility [Member]
Property, Plant and Equipment [Line Items]
Risk-free interest rate percentage	85	85	85
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member]
Property, Plant and Equipment [Line Items]
Risk-free interest rate percentage	5.03	5.03	5.03

SCHEDULE OF NET LIABILITIES ACQ

SCHEDULE OF NET LIABILITIES ACQUIRED IN MERGER (Details)	Feb. 14, 2024 USD ($)
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Cash	$ 229,328
Due from Sponsor	158,819
Prepaid expenses and other assets	2,501
Accounts payable	(96,175)
Accrued expenses	(1,269,126)
Notes payable	(1,651,000)
Derivative warrant liabilities	(29,000)
Total net liabilities acquired	(2,654,653)
Plus: Merger transaction costs limited to cash acquired	(229,328)
Total net liabilities acquired plus transaction costs	$ (2,883,981)

BUSINESS COMBINATION (Details N

BUSINESS COMBINATION (Details Narrative) - USD ($)		3 Months Ended
	Feb. 14, 2024	Mar. 31, 2024	Mar. 31, 2023
Common stock, shares outstanding		164,614,418
Transaction costs	$ 7,728,681
Transaction costs	$ 229,328	$ 7,499,353
Charged expense		$ 7,499,353
Earnout Shares [Member]
Earnout shares		24,500,000
Tevogen Bio [Member]
Ownership percentage		91%

EARNOUT SHARES (Details Narrati

EARNOUT SHARES (Details Narrative)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Earnout Shares [Member]
Earnout shares	24,500,000
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | Common Stock [Member]
Shares issued, price per share | $ / shares	$ 15
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Common Stock [Member]
Shares issued, price per share | $ / shares	17.50
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Common Stock [Member]
Shares issued, price per share | $ / shares	$ 20
Tevogen Bio Common Stock [Member] | Earnout Shares [Member]
Earnout shares	20,000,000
Earnout shares trading days description	over any twenty trading days within any thirty consecutive day trading period during the three-year period after the Closing.
Tevogen Bio Common Stock [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Earnout shares	6,666,667
Tevogen Bio Common Stock [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Earnout shares	6,666,667
Tevogen Bio Common Stock [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member]
Earnout shares	6,666,666
Sponsors [Member] | Earnout Shares [Member]
Earnout shares	4,500,000
Sponsors [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Earnout shares	1,500,000
Sponsors [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Earnout shares	1,500,000
Sponsors [Member] | Earnout Shares [Member] | Share-Based Payment Arrangement, Tranche Three [Member]
Earnout shares	1,500,000

SCHEDULE OF ACCRUED EXPENSES AN

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Professional services	$ 1,337,588	$ 976,301
Other	227,246	120,149
Total	$ 1,564,834	$ 1,096,450

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative)	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
[custom:WorkingCapital-0]	$ 1,651,000

SCHEDULE OF RESTRICTED STOCK AN

SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY (Details)	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Service-Based Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Nonvested Shares, Beginning
Nonvested weighted average grant-date fair value, Beginning | $ / shares
Nonvested Shares, Granted	19,348,954
Nonvested weighted average grant-date fair value, Granted | $ / shares	$ 4.51
Nonvested Shares, Vested
Nonvested weighted average grant-date fair value, Vested | $ / shares
Nonvested Shares, Vested
Nonvested Shares, Forfeited
Nonvested weighted average grant-date fair value, Forfeited | $ / shares
Nonvested Shares, Ending	19,348,954
Nonvested weighted average grant-date fair value, Ending | $ / shares	$ 4.51
Performance-Based RSUs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Nonvested Shares, Beginning	10,900,128
Nonvested weighted average grant-date fair value, Beginning | $ / shares	$ 2.97
Nonvested Shares, Granted
Nonvested weighted average grant-date fair value, Granted | $ / shares
Nonvested Shares, Vested	7,148,506
Nonvested weighted average grant-date fair value, Vested | $ / shares	$ 2.85
Nonvested Shares, Vested	(7,148,506)
Nonvested Shares, Forfeited
Nonvested weighted average grant-date fair value, Forfeited | $ / shares
Nonvested Shares, Ending	3,751,622
Nonvested weighted average grant-date fair value, Ending | $ / shares	$ 3.19

SCHEDULE OF STOCK-BASED COMPENS

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 26,333,249
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	19,735,896
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 6,597,353

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost recognized	$ 26,333,249
Performance-Based RSUs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted awards shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value
Compensation cost recognized	$ 25,233,487
Unrecognized compensation cost	$ 7,104,643
Weighted average period	1 year 2 months 12 days
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost	$ 86,164,020
Weighted average period	9 years 10 months 24 days
2024 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted awards shares	40,000,000
2024 Plan [Member] | Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross	19,348,954
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 4.51
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value	$ 87,263,783
Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted awards shares	20,651,046

SCHEDULE OF RECONCILIATION OF S

SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING (Details) - shares		Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Common shares, shares issued		164,614,418	119,999,989
Common shares, shares outstanding		164,614,418	119,999,989
Shares issuable to Polar	[1]	1,500,000
Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing	[2]	7,148,506
Issuance of restricted common stock subject to forfeiture	[3]	(19,348,954)
Total shares issued and outstanding		153,913,970
[1]Shares issuable to Polar under a subscription agreement as a result of the Merger. See Note 7 for additional information.[2]As of March 31, 2024, there were Performance-Based RSUs that had vested when the liquidity condition applicable to such awards was satisfied upon the Closing but had not been legally settled into common stock. See Note 8 for additional information.[3]Dr. Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs the Company. See Note 8 for additional information on the Special RSU Award.

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended
	Mar. 27, 2024	Mar. 15, 2024	Mar. 31, 2024	Nov. 30, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Class of Stock [Line Items]
Common shares, shares issued			164,614,418		164,614,418		119,999,989
Common shares, shares outstanding			164,614,418		164,614,418		119,999,989
Preferred stock, shares authorized			20,000,000		20,000,000
Preferred shares, par value			$ 0.0001		$ 0.0001
Proceeds from issuance of preferred stock					$ 2,000,000
Loss on preferred stock issuance					$ 799,990
Stock issuance					164,614,418
Stock issuance, value					$ 2,799,990
Non refundable amount					$ 200,000
Dividends payable per share			$ 1,000		$ 1,000
Semper Paratus [Member]
Class of Stock [Line Items]
Number of warrants issued				17,975,000
Semper Paratus [Member] | Private Placement [Member]
Class of Stock [Line Items]
Number of warrants issued				725,000
Number of warrants outstanding			725,000		725,000
Semper Paratus [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Number of warrants issued				17,250,000
Exercise price				$ 11.50
Exercisable date				Mar. 15, 2024
Warrants description				The Company may redeem the public warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public warrants.
Number of warrants outstanding			17,250,000		17,250,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			2,000		2,000
Preferred shares, par value			$ 0.0001		$ 0.0001
Preferred stock, shares issued			500		500
Proceeds from issuance of preferred stock			$ 2,000,000		$ 2,000,000
Loss on preferred stock issuance			$ 799,990
Dividend rate, percentage	5%
Dividend variable rate, description	the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding (the “Series A Accruing Dividends”)
Redemption per share	$ 5
Redemption term					the twenty days immediately prior to the Company’s call election
Conversion price	$ 4
Series A Preferred Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Share Price			$ 4,000		$ 4,000
Price per share			5,600		5,600
Series A1 Preferred Stock [Member]
Class of Stock [Line Items]
Share Price			$ 10,000		$ 10,000
Proceeds from issuance of preferred stock					$ 2,000,000
Dividend variable rate, description	The terms of the Series A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum and the Series A-1 Issuance Price is defined as $10,000 per share.
Stock issuance	600
Stock issuance, value	$ 6,000,000
Non refundable amount	$ 200,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			3,613		3,613
Preferred shares, par value			$ 0.0001		$ 0.0001
Preferred stock, shares issued			3,613		3,613
Dividend variable rate, description					The Series B Dividend Rate is initially 3.25% per quarter, increases by 0.25% on each 30-day anniversary of the Initial Dividend Date (Defined below), and capped at 7.5% per quarter.
Redemption per share			$ 1,000		$ 1,000
Conversion of certain liabilities into Series B preferred stock, shares		3,613
Conversion of certain liabilities into Series B preferred stock		$ 3,613,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 31, 2023	Mar. 31, 2024
Related Party Transaction [Line Items]
Sponsor advisory services fee		$ 250,000
Working capital expenses		158,819
Compensation cost recognized		800,396
Performance-Based RSUs [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Isssued shares to related party	40,000
Performance-Based RSUs [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Isssued shares to related party	20,000
Sponsor [Member]
Related Party Transaction [Line Items]
Due to Sponsor		250,000
Sponsor Advisory Services Fee [Member]
Related Party Transaction [Line Items]
Sponsor advisory services fee		$ 2,000,000
Isssued shares to related party		150,000

SCHEDULE OF NET LOSS PER SHARE

SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 11,264,842	$ (30,756,144)
Less: Undistributed earnings allocated to participating securities	(756,606)
Net income (loss) attributable to common stockholders	10,506,866	(30,756,144)
Less: Convertible promissory note interest	155,786
Less: Convertible promissory note change in fair value	(48,468,678)
Net loss attributable to common stockholders, diluted	$ (37,049,420)	$ (30,756,144)
Weighted average common stock outstanding, basic	137,333,802	119,999,989
Net income (loss) per share attributable to common stockholders, basic	$ 0.08	$ (0.26)
Weighted average common stock outstanding, basic	137,333,802
Effect of potentially dilutive convertible promissory notes	5,053,849
Total potentially dilutive securities	5,053,849
Weighted average common stock outstanding, diluted	142,387,651	119,999,989
Net loss per share attributable to common stockholders - diluted	$ (0.26)	$ (0.26)

SCHEDULE OF ANTI-DILUTIVE NET L

SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE (Details) - shares		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		65,575,576	13,301,863
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	[1]	3,751,622	10,355,527
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		19,348,954
Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		17,250,000
Private Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		725,000
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	[2]		2,946,336
Earnout Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		24,500,000
[1]As of March 31, 2024, there were an additional 7,148,506

SCHEDULE OF ANTI-DILUTIVE NET_2

SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE (Details) (Parenthetical)	3 Months Ended
	Mar. 31, 2024 shares
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option vested	7,148,506