Tevogen Bio (TVGN) S-1/A 23 Jul 24 IPO registration (amended) Financial data

Cover

Cover	3 Months Ended
	Mar. 31, 2024
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	Amendment No. 1
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 Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Tevogen Bio Holdings Inc.
Entity Address, Address Line Two	15 Independence Boulevard
Entity Address, Address Line Three	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
Contact Personnel Name	Ryan Saadi

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,317,900	$ 8,835	$ 129,186
Prepaid expenses and other assets	923,202	2,501	145,170
Total current assets	2,399,921	355,836	274,356
Property and equipment, net	418,099
Right-of-use assets - operating leases	412,111
Deferred transaction costs
Other assets	133,276
Cash and marketable securities held in Trust Account		16,681,497	356,864,000
Total assets	3,363,407	17,037,333	357,138,356
Current liabilities:
Accounts payable and accrued expenses		1,142,405	210,454
Accounts payable	5,211,899
Accrued expenses and other liabilities	1,564,834
Operating lease liabilities	260,583
Notes payable	1,651,000
Convertible promissory notes		1,631,725
Due to related party		230,000	140,000
Total current liabilities	8,938,316	3,004,130	350,454
Derivative warrant liabilities		29,000	7,250
Convertible promissory notes
Operating lease liabilities	166,788
Derivative warrant liabilities	60,973
Deferred underwriting fee payable		14,700,000	14,700,000
Total liabilities	9,166,077	17,733,130	15,057,704
COMMITMENTS AND CONTINGENCIES (Note 6)
REDEEMABLE ORDINARY SHARES
Class A ordinary shares subject to possible redemption, $0.0001 par value, 1,502,180 and 34,500,000 shares at redemption value of $11.10 and $10.34 per share as of December 31, 2023 and 2022, respectively		16,681,497	356,864,000
Stockholders’ deficit
Preferred Stock
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
Class A ordinary shares; $0.0001 par value; 200,000,000 shares authorized; 13,433,333 and 1,450,000 shares issued and outstanding (excluding 1,502,180 and 34,500,000 shares subject to possible redemption) as of December 31, 2023 and December 31, 2022, respectively		1,343	145
Class B ordinary shares; $0.0001 par value; 20,000,000 shares authorized; 0 and 11,983,333 shares issued and outstanding as of December 31, 2023 and 2022, respectively			1,198
Accumulated deficit	(88,392,895)	(17,378,637)	(14,784,691)
Additional paid-in capital	76,160,773
Total stockholders’ deficit	(5,802,670)	(17,377,294)	(14,783,348)
Total liabilities and stockholders’ deficit	3,363,407	17,037,333	357,138,356
Series A Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock	2,799,990
Series B Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock	3,613,000
Reverse Recapitalization [Member]
Current assets:
Cash		1,052,397
Prepaid expenses and other assets		670,582
Total current assets		1,722,979
Property and equipment, net		458,651
Right-of-use assets - operating leases		469,862
Deferred transaction costs		2,582,870
Other assets		271,141
Total assets		5,505,503
Current liabilities:
Accounts payable		3,418,378
Accrued expenses and other liabilities		1,096,450
Operating lease liabilities		252,714
Notes payable
Convertible promissory notes		80,712,000
Total current liabilities		85,479,542
Convertible promissory notes		14,220,000
Operating lease liabilities		234,858
Derivative warrant liabilities
Total liabilities		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		12,000
Accumulated deficit		(99,657,737)
Additional paid-in capital		5,216,840
Total stockholders’ deficit	(5,802,670)	(94,428,897)	(33,951,217)
Total liabilities and stockholders’ deficit		5,505,503
Reverse Recapitalization [Member] | Series A Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock
Reverse Recapitalization [Member] | Series B Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock
Related Party [Member]
Current assets:
Due from related party	158,819	344,500
Current liabilities:
Due to related party	$ 250,000
Related Party [Member] | Reverse Recapitalization [Member]
Current assets:
Due from related party
Current liabilities:
Due to related party

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollar per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value (in dollar per share)	$ 0.0001
Common shares, shares authorized	800,000,000
Common shares, shares issued	119,999,989
Common shares, shares outstanding	119,999,989
Common Class A [Member]
Temporary equity, par value (in dollar per share)	$ 0.0001	$ 0.0001
Temporary equity, shares outstanding	1,502,180	34,500,000
Temporary equity, redemption price (In Dollar per share)	$ 11.10	$ 10.34
Common shares, par value (in dollar per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	200,000,000	200,000,000
Common shares, shares issued	13,433,333	1,450,000
Common shares, shares outstanding	13,433,333	1,450,000
Common Class B [Member]
Common shares, par value (in dollar per share)	$ 0.0001	$ 0.0001
Common shares, shares authorized	20,000,000	20,000,000
Common shares, shares issued	0	11,983,333
Common shares, shares outstanding	0	11,983,333

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
General and administrative	$ 8,705,142	$ 977,109	$ 2,273,970	$ 953,083
Research and development	20,811,582	1,347,173
Total operating expenses	(29,516,724)	(2,324,282)	(2,273,970)	(953,083)
Loss from operations	(29,516,724)	(2,324,282)
Other income (expense):
Unrealized gain on investments held in Trust Account			2,734,426	4,948,194
Change in fair value of warrants	(31,973)		(21,750)	413,250
Merger transaction costs	(7,499,353)
Change in fair value of convertible promissory notes	48,468,678	(28,142,865)
Impairment of amount due from related party			(250,000)
Interest expense, net	(155,786)	(288,997)	(256,031)
Total other income, net			2,206,645	5,361,444
Net income (loss)	11,264,842	(30,756,144)	(67,325)	4,408,361
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
Total operating expenses	$ 29,516,724	$ 2,324,282	2,273,970	953,083
Common Class A [Member]
Other income (expense):
Net income (loss) attributable to common stockholders, basic			$ (19,134)	$ 3,172,916
Net income (loss) per share attributable to common stockholders, basic			$ 0	$ 0.09
Net loss per share attributable to common stockholders, diluted			$ 0	$ 0.09
Weighted average common stock outstanding, basic			5,333,742	34,500,000
Weighted average common stock outstanding, diluted			5,333,742	34,500,000
Common Class A Not Subject To Redemption [Member]
Other income (expense):
Net income (loss) attributable to common stockholders, basic			$ (44,186)	$ 133,355
Net income (loss) per share attributable to common stockholders, basic			$ 0	$ 0.09
Net loss per share attributable to common stockholders, diluted			$ 0	$ 0.09
Weighted average common stock outstanding, basic			12,317,077	1,450,000
Weighted average common stock outstanding, diluted			12,317,077	1,450,000
Common Class B [Member]
Other income (expense):
Net income (loss) attributable to common stockholders, basic			$ (4,005)	$ 1,102,090
Net income (loss) per share attributable to common stockholders, basic			$ 0	$ 0.09
Net loss per share attributable to common stockholders, diluted			$ 0	$ 0.09
Weighted average common stock outstanding, basic			1,116,256	11,983,333
Weighted average common stock outstanding, diluted			1,116,256	11,983,333

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Common Class A [Member] Common Stock [Member]	Common Class B [Member] Common Stock [Member]	Common Stock [Member] Reverse Recapitalization [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] Reverse Recapitalization [Member]	Retained Earnings [Member]	Retained Earnings [Member] Reverse Recapitalization [Member]	Total	Reverse Recapitalization [Member]	Series A Preferred Stock [Member] Preferred Stock [Member] Reverse Recapitalization [Member]	Series B Preferred Stock [Member] Preferred Stock [Member] Reverse Recapitalization [Member]
Balance at Dec. 31, 2021	$ 145	$ 1,198				$ (14,229,052)		$ (14,227,709)
Balance, shares at Dec. 31, 2021	1,450,000	11,983,333
Accretion of carrying value to redemption value						(4,964,000)		(4,964,000)
Net Income (loss)						4,408,361		4,408,361
Balance at Dec. 31, 2022	$ 145	$ 1,198	$ 12,000		$ 5,216,840	(14,784,691)	$ (39,180,057)	(14,783,348)	$ (33,951,217)
Balance, shares at Dec. 31, 2022	1,450,000	11,983,333	119,999,989
Net Income (loss)							(30,756,144)	(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, 2022	$ 145	$ 1,198	$ 12,000		5,216,840	(14,784,691)	(39,180,057)	(14,783,348)	(33,951,217)
Balance, shares at Dec. 31, 2022	1,450,000	11,983,333	119,999,989
Conversion of convertible promissory notes into common stock in connection with merger	$ 1,198	$ (1,198)
Conversion of convertible promissory notes into common stock in connection with merger, shares	11,983,333	(11,983,333)
Proceeds allocated to Class A shares issuable from the note payable				275,306				275,306
Accretion of carrying value to redemption value				(275,306)		(2,526,621)		(2,801,927)
Net Income (loss)						(67,325)		(67,325)
Balance at Dec. 31, 2023	$ 1,343		$ 12,000		5,216,840	$ (17,378,637)	(99,657,737)	(17,377,294)	(94,428,897)
Balance, shares at Dec. 31, 2023	13,433,333		119,999,989
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
Net Income (loss)							11,264,842	$ 11,264,842	11,264,842
Issuance of Series A preferred stock									2,799,990	$ 2,799,990
Issuance of Series A preferred stock, shares								164,614,418		500
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
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
Balance at Mar. 31, 2024			$ 16,462		$ 76,160,773		$ (88,392,895)	$ (5,802,670)	$ (5,802,670)	$ 2,799,990	$ 3,613,000
Balance, shares at Mar. 31, 2024			164,614,418							500	3,613

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ 11,264,842	$ (30,756,144)	$ (67,325)	$ 4,408,361
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation expense	26,333,249
Change in fair value of convertible promissory notes	(48,468,678)	28,142,865
Unrealized gain on investments held in Trust Account			(2,734,426)	(4,948,194)
Non-cash interest expense			256,031
Impairment of amount due from related party			250,000
Change in fair value of warrants	31,973		21,750	(413,250)
Change in operating assets and liabilities:
Prepaid expenses and other assets			142,669	446,609
Due from related party			(267,000)
Due to affiliate			90,000	120,000
Accounts payable and accrued expenses			931,950	171,079
Net cash used in operating activities			(1,376,351)	(215,395)
Cash flows from investing activities:
Extension amount deposited into Trust Account			(67,500)
Cash withdrawn from Trust Account in connection with redemption			342,984,430
Net cash used in investing activities			342,916,930
Cash flows from financing activities:
Proceeds from note payable			1,323,500
Redemption of ordinary shares			(342,984,430)
Net cash provided by financing activities			(341,660,930)
Net increase in cash			(120,351)	(215,395)
Cash – beginning of period	8,835	129,186	129,186	344,581
Cash – end of period			8,835	129,186
Supplementary disclosure of noncash investing and financing activities:
Change in value of Class A ordinary shares subject to redemption amount			2,801,927	4,964,000
Sale of Class B shares to Investor			3,955,111
Sale of warrants			20,000
Reverse Recapitalization [Member]
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	5,484,265
Cash – end of period	1,317,900	5,674,130	$ 1,052,397	$ 5,484,265
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)

Description of Organization, Bu

Description of Organization, Business Operations and Liquidity	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization, Business Operations and Liquidity	Description of Organization, Business Operations and Liquidity Semper Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO. The registration statement for the Company’s IPO was declared effective on November 3, 2021. On November 8, 2021, the Company consummated the IPO of 30,000,000 10.00 300,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 1,360,000 10.00 13,600,000 Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 45,000,000 2,700,000 90,000 900,000 Offering costs for the IPO amounted to $ 21,266,594 , consisting of $ 6,000,000 of paid underwriting fees, $ 14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 566,594 of other costs. On June 28, 2023, the Company and Cantor entered into a fee reduction agreement (the “Fee Reduction Agreement”), pursuant to which Cantor agreed to forfeit $ 9,700,000 5,000,000 500,000 Following the closing of the IPO, $ 351,900,000 10.20 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. As of December 31, 2023, there is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 50 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”). In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination. If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. On January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares (the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company on a one 11,983,333 11,983,333 47,933,333 no TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 On February 3, 2023, the Company’s shareholders approved an amendment (the “First Extension Charter Amendment”) to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial Business Combination from February 8, 2023 to December 15, 2023. Under Cayman Islands law, the First Extension Charter Amendment took effect upon approval by the shareholders. In connection with the meeting, shareholders holding approximately 32,116,947 333 10.38 On December 14, 2023, the Company’s shareholders approved an amendment (the “Second Extension Charter Amendment”) to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial Business Combination to September 15, 2024. Under Cayman Islands law, the Second Extension Charter Amendment took effect upon approval by the shareholders. In connection with the meeting, shareholders holding approximately 880,873 9.71 11.03 16.7 1,502,180 On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Sponsor”) and the Original Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 The Initial Shareholders have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 If the Company is unable to complete a Business Combination by September 15, 2024 (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 67,500 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 Business Combination On June 28, 2023, the Company entered into an Agreement and Plan of Merger by and among the Company, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), the Sponsor, in its capacity as purchaser representative, 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 affect 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 On September 14, 2023, the Company filed a registration statement on Form S-4 with the SEC relating to the Transaction with Tevogen, and on February 14, 2024, the Company consummated the Transaction. See Note 10 for more information. Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Liquidity and Going Concern As of December 31, 2023, the Company had $ 8,835 16,681,497 2,648,294 2,734,000 Company management believes that cash on hand following consummation of the Transaction as well as $ 2,000,000 1,200,000 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. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account. At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 500,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Related Party Transactions The Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination on if impairment should be recognized. In the same manner, the Company evaluated the $ 250,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 $ 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares (342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497 Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Initial Public Offering and Ove

Initial Public Offering and Over-Allotment	12 Months Ended
	Dec. 31, 2023
Initial Public Offering And Over-allotment
Initial Public Offering and Over-Allotment	Note 3 — Initial Public Offering and Over-Allotment Pursuant to the IPO, the Company sold 34,500,000 10.00 one one one 11.50

Private Placement Warrants

Private Placement Warrants	12 Months Ended
	Dec. 31, 2023
Private Placement Warrants
Private Placement Warrants	Note 4 — Private Placement Warrants On November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 10.00 14,500,000 150,000 1,300,000 11.50 On June 7, 2023, the Original Sponsor transferred 1,000,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

Related Party Transactions

Related Party Transactions	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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	Note 5 — Related Party Transactions Founder Shares Our Sponsor paid $ 25,000 8,625,000 0.3628 11,754,150 0.0195 11,983,333 1,530,000 1,530,000 The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year 12.00 20 30 150 On January 30, 2023, the initial shareholders holding all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one 11,983,333 11,983,333 On May 4, 2023, the Company entered into the Purchase Agreement, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 7,988,889 7,988,889 1,000,000 500,000 3,515,111 440,000 20,000 0.44 0.04 The fair value of the Class A non-redeemable shares was based on the following inputs: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 % Related Party Loans On April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 121,158 no On October 2, 2023, the Company advanced the Sponsor $ 17,000 As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 250,000 577,500 250,000 Subscription Agreement Loans On May 3, 2023, the Company and the Original Sponsor entered into a Subscription Agreement with Polar Multi-Strategy Master Fund (the “Investor”) where the Investor agreed to make a cash contribution of $ 151,000 151,000 0.0001 10.00 On June 20, 2023, the Sponsor and the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor where the Investor agreed to lend to the Sponsor, which would in turn be lent to the Company, an aggregate of $ 1,500,000 750,000 10.00 1,651,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company accounted for the Class A common stock they could be converted (“equity instrument”) to as equity-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the equity instrument is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the equity instrument meets all the requirements for equity classification under ASC 815, including whether the equity instrument is indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of equity instrument issuance. The SPAC Loans and the equity instrument meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options 104,861 46,139 151,000 66,440 0.44 520,833 229,167 750,000 330,000 0.44 1,631,725 275,306 256,031 19,274 As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 10.00 no Administrative Support Services Commencing on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $ 10,000 230,000 120,000

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 6 — Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 4,500,000 4,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The underwriters were paid a cash underwriting discount of $ 0.20 6,000,000 0.20 900,000 0.40 13,800,000 14,700,000 13,800,000 900,000 Subscription Agreement As noted in Note 5, on May 3, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with the Investor and the Original Sponsor. Pursuant to the May 4, 2023 Purchase Agreement, the Sponsor assumed the obligations of the Original Sponsor under the Subscription Agreement. Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties agreed that: ● The Investor would make a cash contribution of $ 151,000 ● The Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover working capital expenses (the “First SPAC Loan”). ● In consideration for the Initial Capital Contribution, the Company will issue 151,000 0.0001 ● The SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the Investor all repayments of the SPAC Loan the Sponsor has received within five one 10.00 five days ● On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Subscription Agreement not to exceed $ 5,000 On June 20, 2023, the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor and the Sponsor. Subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the parties agreed that: ● The Investor would make a cash contribution of up to $ 750,000 750,000 ● The Additional Capital Contribution would in turn be loaned by the Sponsor to the Company in cash on the later of the Sponsor’s request and the first filing of the S-4 for the SPAC’s business combination (the “Second SPAC Loan”). ● In consideration for the Additional Capital Commitment, SPAC will issue a further one TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 ● The Second SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the Investor all repayments of the Second SPAC Loan the Sponsor has received within five one 10.00 ● On the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in connection with the Second Subscription Agreement not to exceed $ 5,000 Purchase Agreement On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with the Sponsor and the Original Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 In addition to the payment of the Purchase Price, the Sponsor also assumed the following obligations: (i) responsibility for all of Company’s public company reporting obligations; (ii) the obligations of the Original Sponsor under the May 3, 2023 Subscription Agreement, (iii) responsibility for the Company’s D&O insurance premium to extend the Company’s existing D&O insurance policy and maintain D&O coverage through the closing of the initial business combination and obtain appropriate tail coverage; (iv) responsibility for the Company’s outstanding legal fees owed by the Company; and (v) all other obligations of the Original Sponsor related to the Company. Pursuant to the Purchase Agreement, the Sponsor had the right to replace the Company’s current directors and officers with directors and officers as the Sponsor may select in its sole discretion. The obligations of the Original Sponsor to consummate the transactions contemplated by the Purchase Agreement were subject to the satisfaction or written waiver by the Original Sponsor of the following conditions: (a) the approval of the board of directors the SPAC; (b) the approval of the members of the Original Sponsor; (c) the consent or waiver of the underwriters under the Underwriting Agreement; (d) the filing of its quarterly report on Form 10-Q by the SPAC for the quarter ended March 31, 2023. On June 7, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby. In connection with the closing, the Sponsor replaced the Company’s directors and officers. The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts.

Shareholders_ Deficit

Shareholders’ Deficit	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Shareholders’ 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.	Note 7 — Shareholders’ Deficit Class A Ordinary Shares The Company is authorized to issue 200,000,000 0.0001 13,433,333 1,450,000 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Class B Ordinary Shares The Company is authorized to issue 20,000,000 0.0001 one 0 11,983,333 Prior to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. These provisions of our Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 Preference Shares The Company is authorized to issue 1,000,000 no Public Warrants The Public Warrants will become exercisable on the later of (i) 30 one year five years Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 20 30 third If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 9.20 115

Warrant Liabilities

Warrant Liabilities	12 Months Ended
	Dec. 31, 2023
Warrant Liabilities
Warrant Liabilities	Note 8 — Warrant Liabilities The Company accounts for the 725,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9 — Fair Value Measurements The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, the assets held in the Trust Account were held in a demand deposit account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 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 December 31, 2023: Quoted Significant Significant Level Active Observable Unobservable Assets: U.S. Treasury Securities(1) 1 $ — $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 (1) As of December 31, 2023, the entirety of the marketable securities held in the trust account were deposited into the demand deposit account. December 31, 2022: Quoted Significant Significant Active Observable Unobservable Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The aforementioned warrant liabilities are not subject to qualified hedge accounting. The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022: Schedule of Quantitative Information in Fair Value Measurements At At Share Price $ 11.13 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.21 5.10 Industry Volatility 6.50 % 4.40 % Risk Free Rate 3.77 % 3.91 % Dividend Yield 0.00 % 0.00 %

Subsequent Events

Subsequent Events	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 12. SUBSEQUENT EVENTS Note 10 — 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.	Note 10 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were available to be issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On January 31, 2024, in connection with an extraordinary meeting of shareholders called to approve the proposals relating to the entry into and consummation of the Business Combination, shareholders holding 1,432,457 16.0 11.14 On February 14, 2024, pursuant to the Merger Agreement by and among the Company, Merger Sub, the Sponsor, 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. Prior to the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, the Company changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, the Company changed its name to “Tevogen Bio Holdings Inc.” Also in connection with the Domestication, the Company’s governing documents were amended and restated as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2024 0.0001 1,200,000,000 10.00 On February 14, 2024, the Company entered into a securities purchase agreement with an investor pursuant to which the investor agreed to purchase shares of Series A Preferred Stock of the Company for an aggregate purchase price of $ 8.0 2.0 6.0 1.2 6.0 500,000 600,000 5.00 The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the Series A-1 Preferred Stock in no event to more than 15% per year. On February 14, 2024, in connection with the consummation of the Business Combination, the Company entered into an agreement with the Sponsor, pursuant to which the Company assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and obligations in the aggregate initial amount of approximately $ 4.2 million, which amount was later reduced to approximately $ 3.6 million (the “Series B Preferred Stock”). The Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by the Company on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations unless otherwise agreed by the Company and the Sponsor. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter. Pursuant to the Merger Agreement, Tevogen Bio agreed that at the Effective Time, it would pay $ 2,000,000 500,000 250,000 577,500 500,000 250,000

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 ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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	Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no Investments Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account. At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 500,000 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Related Party Transactions The Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination on if impairment should be recognized. In the same manner, the Company evaluated the $ 250,000 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 $ 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares (342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497 Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment. Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

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	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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.	Note 7 — Shareholders’ Deficit Class A Ordinary Shares The Company is authorized to issue 200,000,000 0.0001 13,433,333 1,450,000 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 Class B Ordinary Shares The Company is authorized to issue 20,000,000 0.0001 one 0 11,983,333 Prior to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. These provisions of our Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting. With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 Preference Shares The Company is authorized to issue 1,000,000 no Public Warrants The Public Warrants will become exercisable on the later of (i) 30 one year five years Once the warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 20 30 third If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 60 20 9.20 115

RELATED PARTY TRANSACTIONS_2

RELATED PARTY TRANSACTIONS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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	Note 5 — Related Party Transactions Founder Shares Our Sponsor paid $ 25,000 8,625,000 0.3628 11,754,150 0.0195 11,983,333 1,530,000 1,530,000 The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year 12.00 20 30 150 On January 30, 2023, the initial shareholders holding all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one 11,983,333 11,983,333 On May 4, 2023, the Company entered into the Purchase Agreement, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 1,000,000 1.00 7,988,889 7,988,889 1,000,000 500,000 3,515,111 440,000 20,000 0.44 0.04 The fair value of the Class A non-redeemable shares was based on the following inputs: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 % Related Party Loans On April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 121,158 no On October 2, 2023, the Company advanced the Sponsor $ 17,000 As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 250,000 577,500 250,000 Subscription Agreement Loans On May 3, 2023, the Company and the Original Sponsor entered into a Subscription Agreement with Polar Multi-Strategy Master Fund (the “Investor”) where the Investor agreed to make a cash contribution of $ 151,000 151,000 0.0001 10.00 On June 20, 2023, the Sponsor and the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor where the Investor agreed to lend to the Sponsor, which would in turn be lent to the Company, an aggregate of $ 1,500,000 750,000 10.00 1,651,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company accounted for the Class A common stock they could be converted (“equity instrument”) to as equity-classified instruments based on an assessment of the specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the equity instrument is freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the equity instrument meets all the requirements for equity classification under ASC 815, including whether the equity instrument is indexed to the Company’s own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of equity instrument issuance. The SPAC Loans and the equity instrument meet the scope exception of ASC 815-10-15-74(a). The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options 104,861 46,139 151,000 66,440 0.44 520,833 229,167 750,000 330,000 0.44 1,631,725 275,306 256,031 19,274 As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 10.00 no Administrative Support Services Commencing on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $ 10,000 230,000 120,000

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_2

SUBSEQUENT EVENTS	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS Note 10 — 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.	Note 10 — Subsequent Events The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were available to be issued. Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements. On January 31, 2024, in connection with an extraordinary meeting of shareholders called to approve the proposals relating to the entry into and consummation of the Business Combination, shareholders holding 1,432,457 16.0 11.14 On February 14, 2024, pursuant to the Merger Agreement by and among the Company, Merger Sub, the Sponsor, 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. Prior to the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, the Company changed its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”). In connection with the Domestication, the Company changed its name to “Tevogen Bio Holdings Inc.” Also in connection with the Domestication, the Company’s governing documents were amended and restated as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on January 10, 2024 0.0001 1,200,000,000 10.00 On February 14, 2024, the Company entered into a securities purchase agreement with an investor pursuant to which the investor agreed to purchase shares of Series A Preferred Stock of the Company for an aggregate purchase price of $ 8.0 2.0 6.0 1.2 6.0 500,000 600,000 5.00 The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the Series A-1 Preferred Stock in no event to more than 15% per year. On February 14, 2024, in connection with the consummation of the Business Combination, the Company entered into an agreement with the Sponsor, pursuant to which the Company assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and obligations in the aggregate initial amount of approximately $ 4.2 million, which amount was later reduced to approximately $ 3.6 million (the “Series B Preferred Stock”). The Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by the Company on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations unless otherwise agreed by the Company and the Sponsor. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter. Pursuant to the Merger Agreement, Tevogen Bio agreed that at the Effective Time, it would pay $ 2,000,000 500,000 250,000 577,500 500,000 250,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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.	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Emerging Growth Company		Emerging Growth Company The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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.	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
Cash and Cash Equivalents		Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did no
Investments Held in Trust Account		Investments Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account. At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023
Offering Costs associated with the Initial Public Offering		Offering Costs associated with the Initial Public Offering Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 6,000,000 14,700,000 566,594 500,000
Concentration 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.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000
Fair Value of Financial Instruments	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	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Related Party Transactions		Related Party Transactions The Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination on if impairment should be recognized. In the same manner, the Company evaluated the $ 250,000
Income Taxes		Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no No
Class A Ordinary Shares Subject to Possible Redemption		Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,502,180 34,500,000 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 $ 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares (342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497
Net Income (Loss) per Ordinary 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.	Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023
Accounting for Warrants		Accounting for Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment.
Recent Accounting Pronouncements	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	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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.	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
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.	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.
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.	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000
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	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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.	Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 11.50 17,975,000 Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023
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	Recent Accounting Pronouncements The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet		At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet Class A ordinary share subject to possible redemption, January 1, 2022 $ 351,900,000 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares (342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary 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 Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
Schedule of Fair Value Non Redeemable Shares	The fair value of the Class A non-redeemable shares was based on the following inputs: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 %

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
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	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 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 December 31, 2023: Quoted Significant Significant Level Active Observable Unobservable Assets: U.S. Treasury Securities(1) 1 $ — $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 (1) As of December 31, 2023, the entirety of the marketable securities held in the trust account were deposited into the demand deposit account. December 31, 2022: Quoted Significant Significant Active Observable Unobservable Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250
Schedule of Quantitative Information in Fair Value Measurements		The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022: Schedule of Quantitative Information in Fair Value Measurements At At Share Price $ 11.13 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.21 5.10 Industry Volatility 6.50 % 4.40 % Risk Free Rate 3.77 % 3.91 % Dividend Yield 0.00 % 0.00 %

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 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 December 31, 2023: Quoted Significant Significant Level Active Observable Unobservable Assets: U.S. Treasury Securities(1) 1 $ — $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 (1) As of December 31, 2023, the entirety of the marketable securities held in the trust account were deposited into the demand deposit account. December 31, 2022: Quoted Significant Significant Active Observable Unobservable Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250

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	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
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 Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 Class A (Redeemable) Ordinary Shares Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Class A (Redeemable) Class A (Non – Redeemable) Ordinary Shares Class B Ordinary Shares Basic and diluted net (loss) income per share: Numerator: Allocation of net (loss) income $ (19,134 ) $ (44,186 ) $ (4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09
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.

Description of Organization, _2

Description of Organization, Business Operations and Liquidity (Details Narrative)										3 Months Ended		12 Months Ended
	Feb. 14, 2024 USD ($) $ / shares	Jan. 31, 2024 USD ($) $ / shares	Dec. 14, 2023 USD ($) $ / shares	Jun. 28, 2023 USD ($) $ / shares shares	May 04, 2023 $ / shares shares	Feb. 03, 2023 USD ($) $ / shares	Jan. 30, 2023 shares	Nov. 08, 2021 USD ($) $ / shares shares	Nov. 05, 2021 shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($) Integer $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Apr. 26, 2024 USD ($)	Dec. 18, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Condition for future business combination number of businesses minimum | Integer												1
Deferred offering costs non current												$ 14,700,000	$ 14,700,000
Transaction costs	$ 229,328									$ 7,499,353
Condition for future business combination use of proceeds percentage												80%
Condition for future business combination threshold ownership (as a percent)												50%
Net tangible assets												$ 5,000,001
Conversion ratio							1
Common stock shares outstanding | shares										164,614,418		119,999,989
Common stock, shares issued | shares										164,614,418		119,999,989
Cash withdrawn from trust account in connection with redemption												$ 342,984,430
Assets held in trust noncurrent												$ 16,681,497	356,864,000
Stock issued during period, Shares new issues | shares										164,614,418
Redemption limit percentage without prior consent												15%
Obligation to redeem public shares if entity does not complete a business combination (as a percent)												100%
Maximum allowed dissolution expenses												$ 100,000
Extension amount deposited into Trust Account															$ 67,500
Ordinary shares, par value (in dollar per share) | $ / shares										$ 0.0001		$ 0.0001
Cash										$ 1,317,900		$ 8,835	$ 129,186
Working capital deficit												2,648,294
Investment income interest												$ 2,734,000
Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash withdrawn from trust account in connection with redemption		$ 16,000,000
Common Class B [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares cancelled | shares							11,983,333
Common stock shares outstanding | shares							0					0	11,983,333
Common stock, shares issued | shares							0					0	11,983,333
Ordinary shares, par value (in dollar per share) | $ / shares												$ 0.0001	$ 0.0001
Common Class A [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued upon conversion | shares							11,983,333
Common stock shares outstanding | shares							47,933,333					13,433,333	1,450,000
Common stock, shares issued | shares												13,433,333	1,450,000
Ordinary shares, par value (in dollar per share) | $ / shares				$ 0.0001								$ 0.0001	$ 0.0001
Common Class A [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares		$ 11.14
Minimum period to file charter amendment | $ / shares		$ 1,432,457
First Extension Charter Amendment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash withdrawn from trust account in connection with redemption						$ 333,000,000
First Extension Charter Amendment [Member] | Public Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares						$ 10.38
Minimum period to file charter amendment | $ / shares						$ 32,116,947
Second Extension Charter Amendment [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash withdrawn from trust account in connection with redemption			$ 9,710,000
Second Extension Charter Amendment [Member] | Public Shares [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares			$ 11.03
Common stock shares outstanding | shares												1,502,180
Minimum period to file charter amendment | $ / shares			$ 880,873
Securities Purchase Agreement [Member] | Series A Preferred Stock [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares	$ 5
Cash	$ 2,000,000
Securities Purchase Agreement [Member] | Series A One Preferred Stock [Member] | Subsequent Event [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash	$ 1,200,000													$ 1,200,000
Sponsor [Member] | Purchase Agreement [Member] | Common Class A [Member] | SSVK Associates, LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares					$ 1
Stock issued during period, Shares new issues | shares					7,988,889
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares								$ 10				$ 10.20
Deferred offering costs non current								$ 14,700,000
Transaction costs								21,266,594
Sale of stock underwriting fees								6,000,000
Other offering costs								$ 566,594
IPO [Member] | Private Placement Warrants [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued, price per share | $ / shares								$ 10.20
Payments for investment of cash in trust account								$ 351,900,000
IPO [Member] | Fee Reduction Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common equity securities | shares				500,000
Deferred offering costs non current				$ 5,000,000
Deferred underwriting fees				$ 9,700,000
Stock issued during period, Shares new issues | shares				500,000
Private Placement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common equity securities | shares								1,360,000
Shares issued, price per share | $ / shares								$ 10
Proceeds from issuance initial public offering								$ 13,600,000
Private Placement [Member] | Sponsor [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common equity securities | shares								90,000
Proceeds from issuance initial public offering								$ 900,000
Private Placement [Member] | Sponsor [Member] | Purchase Agreement [Member] | SSVK Associates, LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Stock issued during period, Shares new issues | shares					1,000,000
Over-Allotment Option [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common equity securities | shares								4,500,000	4,500,000			4,500,000
Proceeds from issuance initial public offering								$ 45,000,000
Deferred offering costs non current								$ 2,700,000
Common Stock [Member] | IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common equity securities | shares								30,000,000
Shares issued, price per share | $ / shares								$ 10
Proceeds from issuance initial public offering								$ 300,000,000

Schedule of Reconciliation of O

Schedule of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Class A ordinary share subject to possible redemption	$ 356,864,000	$ 351,900,000
Accretion of carrying value to redemption value	2,801,927	4,964,000
Redemption of ordinary shares	(342,984,430)
Class A ordinary share subject to possible redemption	$ 16,681,497	$ 356,864,000

Schedule of Calculation of Basi

Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Allocation of net (loss) income	$ 10,506,866	$ (30,756,144)
Weighted average shares outstanding, basic	137,333,802	119,999,989
Weighted average shares outstanding, Diluted	142,387,651	119,999,989
Basic net income (loss) per share	$ 0.08	$ (0.26)
Dilution net income (loss) per share	$ (0.26)	$ (0.26)
Common Class A [Member]
Allocation of net (loss) income			$ (19,134)	$ 3,172,916
Weighted average shares outstanding, basic			5,333,742	34,500,000
Weighted average shares outstanding, Diluted			5,333,742	34,500,000
Basic net income (loss) per share			$ 0	$ 0.09
Dilution net income (loss) per share			$ 0	$ 0.09
Common Class A Not Subject To Redemption [Member]
Allocation of net (loss) income			$ (44,186)	$ 133,355
Weighted average shares outstanding, basic			12,317,077	1,450,000
Weighted average shares outstanding, Diluted			12,317,077	1,450,000
Basic net income (loss) per share			$ 0	$ 0.09
Dilution net income (loss) per share			$ 0	$ 0.09
Common Class B [Member]
Allocation of net (loss) income			$ (4,005)	$ 1,102,090
Weighted average shares outstanding, basic			1,116,256	11,983,333
Weighted average shares outstanding, Diluted			1,116,256	11,983,333
Basic net income (loss) per share			$ 0	$ 0.09
Dilution net income (loss) per share			$ 0	$ 0.09

Summary of Significant Accoun_7

Summary of Significant Accounting Policies (Details Narrative) - USD ($)				3 Months Ended		12 Months Ended
	Feb. 14, 2024	Jun. 28, 2023	Nov. 08, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Subsidiary, Sale of Stock [Line Items]
Cash equivalents						$ 0	$ 0
Offering costs	$ 229,328			$ 7,499,353
Deferred underwriting fee payable						14,700,000	14,700,000
Number of shares issued				164,614,418
Federal depository insurance coverage amount						250,000
Impairment of due from related party						250,000
Unrecognized tax benefits						0	0
Unrecognized tax benefits accrued for interest and penalties						$ 0	$ 0
Number of shares excluded from computation of diluted earnings per ordinary share				65,575,576	13,301,863
Warrant [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants issued to purchase ordinary shares (in shares)			17,975,000
Exercise price of warrants			$ 11.50
Number of shares excluded from computation of diluted earnings per ordinary share						17,975,000	17,975,000
Common Class A [Member]
Subsidiary, Sale of Stock [Line Items]
Temporary equity, shares outstanding						1,502,180	34,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Offering costs			$ 21,266,594
Underwriting fees			6,000,000
Deferred underwriting fee payable			14,700,000
Other offering costs			$ 566,594
IPO [Member] | Fee Reduction Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Deferred underwriting fee payable		$ 5,000,000
Number of shares issued		500,000

Initial Public Offering and O_2

Initial Public Offering and Over-Allotment (Details Narrative) - IPO [Member] - $ / shares	Nov. 08, 2021	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Sale of units in initial public offering, gross (in shares ) | shares	34,500,000
Shares issued, price per share	$ 10	$ 10.20
Number of shares in a unit	1
Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of warrants in a unit	0.5
Number of shares issuable per warrant	1
Exercise price of warrants	$ 11.50

Private Placement Warrants (Det

Private Placement Warrants (Details Narrative) - Private Placement Warrants [Member] - USD ($)	Jun. 07, 2023	Nov. 08, 2021	Dec. 31, 2023
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued			725,000
Private Placement [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued		1,450,000
Price of warrants		$ 10
Aggregate purchase price		$ 14,500,000
Exercise price of warrant		$ 11.50
Private Placement [Member] | Cantor
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued		150,000
Private Placement [Member] | Sponsor [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued		1,300,000
Sale of stock, number of shares issued in transaction	1,000,000

Schedule of Fair Value Non Rede

Schedule of Fair Value Non Redeemable Shares (Details)	May 04, 2023 shares
Related Party Transactions [Abstract]
Discount for lack of marketability	6.80%
Stock price as of measurement date	10.77
Probability of transaction	4.40%

Related Party Transactions (Det

Related Party Transactions (Details Narrative)

3 Months Ended

12 Months Ended

Jun. 20, 2023 USD ($) $ / shares shares

Jun. 07, 2023 USD ($) $ / shares shares

Jun. 06, 2023 shares

May 04, 2023 $ / shares shares

May 03, 2023 USD ($) $ / shares shares

Jan. 30, 2023 shares

Nov. 08, 2021 USD ($)

Apr. 22, 2021 USD ($) shares

Mar. 31, 2024 USD ($) $ / shares shares

Dec. 31, 2023 USD ($) $ / shares shares

Dec. 31, 2022 USD ($) $ / shares

Oct. 02, 2023 USD ($)

Jun. 28, 2023 $ / shares

Oct. 01, 2021 shares

Aug. 31, 2021 shares

Related Party Transaction [Line Items]

Conversion ratio

1

Number of shares issued | shares

164,614,418

Borrowings amount

$ 0

Working capital

$ 1,651,000

$ 17,000

Impairment of due from related party

$ 250,000

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.0001

$ 0.0001

Proceeds from Other Equity

$ 229,167

$ 46,139

Other Notes Payable, Current

$ 1,631,725

[custom:ConvertibleNotesPayableDiscounts-0]

275,306

Non cash interest expenses

256,031

Debt Instrument, Unamortized Discount

19,274

First Polar Fund Convertible Note [Member]

Related Party Transaction [Line Items]

Aggregate purchase price

$ 66,440

Number of shares issued | shares

151,000

Proceeds from Other Equity

520,833

$ 104,861

Share Price | $ / shares

$ 0.44

Second Polar Fund Convertible Note [Member]

Related Party Transaction [Line Items]

Aggregate purchase price

$ 330,000

Number of shares issued | shares

750,000

Share Price | $ / shares

$ 0.44

Investor [Member]

Related Party Transaction [Line Items]

Remaining borrowing capacity amount

$ 750,000

Investor [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Maximum borrowing capacity of related party promissory note

1,500,000

Debt instrument, fee amount

1,651,000

Subscription Agreement [Member] | Investor [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

151,000

Initial capital contribution

$ 151,000

Second Subscription Agreement [Member] | Investor [Member]

Related Party Transaction [Line Items]

Initial capital contribution

$ 750,000

$ 750,000

De S P A C [Member] | Subscription Agreement [Member] | Investor [Member]

Related Party Transaction [Line Items]

Initial capital contribution | $ / shares

$ 10

De S P A C [Member] | Second Subscription Agreement [Member] | Investor [Member]

Related Party Transaction [Line Items]

Initial capital contribution | $ / shares

$ 10

Common Class B [Member]

Related Party Transaction [Line Items]

Shares cancelled | shares

11,983,333

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.0001

$ 0.0001

Common Class A [Member]

Related Party Transaction [Line Items]

Shares issued upon conversion | shares

11,983,333

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Common Class A [Member] | Subscription Agreement [Member] | Investor [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

151,000

Ordinary shares, par value (in dollar per share) | $ / shares

$ 0.0001

Sponsor [Member]

Related Party Transaction [Line Items]

Loan from affiliate

$ 577,500

SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

7,988,889

SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | Public Warrants Transferred Two [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

440,000

SSVK Associates, LLC [Member] | Purchase Agreement [Member] | Sponsor [Member] | Public Warrants Transferred Three [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

20,000

SSVK Associates, LLC [Member] | Private Placement [Member] | Purchase Agreement [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

1,000,000

SSVK Associates, LLC [Member] | Common Class A [Member] | Purchase Agreement [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

1,000,000

7,988,889

Aggregate purchase price | $ / shares

$ 1

Class of warrants | shares

500,000

Proceeds

$ 3,515,111

SSVK Associates, LLC [Member] | Non Redeemable Ordinary [Member] | Purchase Agreement [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Number of shares issued | shares

7,988,889

SSVK Associates, LLC [Member] | Public Warrants Transferred One [Member] | Purchase Agreement [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Exercise price | $ / shares

$ 0.44

SSVK Associates, LLC [Member] | Public Warrants Transferred Two [Member] | Purchase Agreement [Member] | Sponsor [Member]

Related Party Transaction [Line Items]

Exercise price | $ / shares

$ 0.04

Founder Shares [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Stock dividend ratio

0.0195

0.3628

Aggregate number of shares owned | shares

11,754,150

Founder Shares [Member] | Sponsor [Member] | Common Class B [Member]

Related Party Transaction [Line Items]

Aggregate purchase price

$ 25,000

Share dividend | shares

8,625,000

Aggregate number of shares owned | shares

11,983,333

Restrictions on transfer period of time after business combination completion

1 year

Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share) | $ / shares

$ 12

Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

20 days

Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination

30 days

Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences

150 days

Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | Over-Allotment Option [Member]

Related Party Transaction [Line Items]

Shares subject to forfeiture | shares

1,530,000

1,530,000

Promissory Note with Related Party [Member]

Related Party Transaction [Line Items]

Maximum borrowing capacity of related party promissory note

$ 300,000

Amount of notes payable repaid

$ 121,158

Related Party Loans [Member]

Related Party Transaction [Line Items]

Loan conversion agreement warrant

$ 1,500,000

Related Party Loans [Member] | Working capital loans warrant [Member]

Related Party Transaction [Line Items]

Price of warrant | $ / shares

$ 10

Related Party [Member]

Related Party Transaction [Line Items]

Working capital loan

$ 0

$ 0

Administrative Support Services [Member]

Related Party Transaction [Line Items]

Expenses per month

10,000

Amount accrued

$ 230,000

$ 120,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)						3 Months Ended	12 Months Ended
	Jun. 20, 2023	May 04, 2023	May 03, 2023	Nov. 08, 2021	Nov. 05, 2021	Mar. 31, 2024	Dec. 31, 2023	Jun. 28, 2023	Dec. 31, 2022
Underwriting cash discount per unit							$ 0.20
Aggregate underwriter cash discount							$ 900,000
Deferred underwriting commission fee (per unit)							$ 0.40
Deferred underwriting fee payable							$ 13,800,000
Aggregate deferred underwriting fee payable							14,700,000
Underwriter cash discount							$ 900,000
Number of shares issued						164,614,418
Ordinary shares, par value (in dollar per share)						$ 0.0001	$ 0.0001
Common Class A [Member]
Ordinary shares, par value (in dollar per share)							$ 0.0001	$ 0.0001	$ 0.0001
Purchase Agreement [Member] | Common Class A [Member] | Sponsor [Member] | SSVK Associates, LLC [Member]
Number of shares issued		7,988,889
Purchase price		$ 1
Investor [Member] | Subscription Agreement [Member]
Initial capital contribution			$ 151,000
Number of shares issued			151,000
Minimum period for payment in case of liquidation			5 days
Investor [Member] | Subscription Agreement [Member] | Sponsor [Member]
Minimum period for receiving spac loan from de-spac closing			5 days
Amount of initial capital considered to issue one share			$ 10
Maximum reasonable attorney fees			$ 5,000
Investor [Member] | Subscription Agreement [Member] | Common Class A [Member]
Number of shares issued			151,000
Ordinary shares, par value (in dollar per share)			$ 0.0001
Investor [Member] | Second Subscription Agreement [Member]
Initial capital contribution	$ 750,000						$ 750,000
Investor [Member] | Second Subscription Agreement [Member] | Sponsor [Member]
Minimum period for receiving spac loan from de-spac closing	5 days
Amount of initial capital considered to issue one share	$ 10
Maximum reasonable attorney fees	$ 5,000
Over-Allotment Option [Member]
Underwriting option period							45 days
Sale of units, net of underwriting discounts (in shares)				4,500,000	4,500,000		4,500,000
IPO [Member]
Payment of underwriter discount							$ 6,000,000
Deferred underwriting fee payable							$ 13,800,000
Private Placement [Member]
Sale of units, net of underwriting discounts (in shares)				1,360,000
Private Placement [Member] | Sponsor [Member]
Sale of units, net of underwriting discounts (in shares)				90,000
Private Placement [Member] | Purchase Agreement [Member] | Sponsor [Member] | SSVK Associates, LLC [Member]
Number of shares issued		1,000,000

Shareholders_ Deficit (Details

Shareholders’ Deficit (Details Narrative)	12 Months Ended
	Dec. 31, 2023 Integer $ / shares shares	Mar. 31, 2024 $ / shares shares	Jun. 28, 2023 $ / shares	Jan. 30, 2023 shares	Dec. 31, 2022 Integer $ / shares shares
Class of Stock [Line Items]
Ordinary shares, shares authorized	800,000,000	800,000,000
Ordinary shares, par value (In Dollar per share) | $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares issued	119,999,989	164,614,418
Ordinary shares, shares outstanding	119,999,989	164,614,418
Preference shares , shares authorized	1,000,000	20,000,000			1,000,000
Preference shares, shares issued	0				0
Preference shares, shares outstanding	0				0
Public Warrants [Member]
Class of Stock [Line Items]
Minimum threshold written notice period for redemption of public warrants	30 days
Public warrants exercisable term from the closing of the initial public offering	1 year
Public warrants expiration term	5 years
Redemption price per public warrant (in dollars per share) | $ / shares	$ 0.01
Redemption period	30 days
Warrant redemption condition minimum share price | $ / shares	$ 18
Threshold trading days for redemption of public warrants	20 days
Threshold consecutive trading days for redemption of public warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders | Integer	3
Share price trigger used to measure dilution of warrant | $ / shares	$ 9.20
Percentage of gross new proceeds to total equity proceeds used to measure dilution of warrant	60%
Trading period after business combination used to measure dilution of warrant	20 days
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)	115%
Common Class A [Member]
Class of Stock [Line Items]
Ordinary shares, shares authorized	200,000,000				200,000,000
Ordinary shares, par value (In Dollar per share) | $ / shares	$ 0.0001		$ 0.0001		$ 0.0001
Ordinary shares, shares issued	13,433,333				1,450,000
Ordinary shares, shares outstanding	13,433,333			47,933,333	1,450,000
Class A ordinary shares subject to possible redemption, outstanding (in shares)	1,502,180				34,500,000
Common Class B [Member]
Class of Stock [Line Items]
Ordinary shares, shares authorized	20,000,000				20,000,000
Ordinary shares, par value (In Dollar per share) | $ / shares	$ 0.0001				$ 0.0001
Ordinary shares, shares issued	0			0	11,983,333
Ordinary shares, shares outstanding	0			0	11,983,333
Ordinary shares, vote per share | Integer	1				1
Ratio to be applied to the stock in the conversion	25%

Warrant Liabilities (Details Na

Warrant Liabilities (Details Narrative)	Dec. 31, 2023 shares
Private Placement Warrants [Member]
Class of Warrant or Right [Line Items]
Number of warrants to purchase shares issued	725,000

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		Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative warrant liabilities	$ 60,973	$ 29,000
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability- Private Placement Warrants
Derivative warrant liabilities
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities				[1]	356,864,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability- Private Placement Warrants
Derivative warrant liabilities
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities				[1]
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant Liability- Private Placement Warrants			29,000		7,250
Derivative warrant liabilities	$ 60,973
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | US Treasury Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
U.S. Treasury Securities				[1]
[1]As of December 31, 2023, the entirety of the marketable securities held in the trust account were deposited into the demand deposit account.

Schedule of Quantitative Inform

Schedule of Quantitative Information in Fair Value Measurements (Details)	Dec. 31, 2023	Dec. 31, 2022
Measurement Input, Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	11.13	10.33
Measurement Input, Exercise Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	11.50	11.50
Measurement Input, Expected Term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	5 years 2 months 15 days	5 years 1 month 6 days
Measurement Input, Price Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	6.50	4.40
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	3.77	3.91
Measurement Input, Expected Dividend Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Measurement Input	0	0

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)							3 Months Ended	12 Months Ended
	Apr. 26, 2024	Apr. 16, 2024	Mar. 27, 2024	Mar. 27, 2024	Feb. 14, 2024	Jan. 31, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Jun. 28, 2023
Subsequent Event [Line Items]
Cash withdrawn from Trust Account in connection with redemption								$ 342,984,430
Common shares, par value (in dollar per share)							$ 0.0001	$ 0.0001
Received							$ 1,317,900	$ 8,835	$ 129,186
Sponsor Fees							$ 250,000
Merger Agreement [Member]
Subsequent Event [Line Items]
Sponsor Fees								2,000,000
Offset value								500,000
Service fees								250,000
Merger Agreement [Member] | Sponsor Advisory Service Fee [Member]
Subsequent Event [Line Items]
Business Combination, Consideration Transferred								$ 500,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash withdrawn from Trust Account in connection with redemption						$ 16,000,000
Subsequent Event [Member] | Merger Agreement [Member]
Subsequent Event [Line Items]
Share price, per share					$ 10
Common shares, par value (in dollar per share)					$ 0.0001
Sponsor Fees		$ 250,000
Stock Issued During Period, Value, Issued for Services		$ 577,500
Subsequent Event [Member] | Merger Agreement [Member] | Tevogen Bio [Member]
Subsequent Event [Line Items]
Merger agreement share issuable					$ 1,200,000,000
Common Class A [Member]
Subsequent Event [Line Items]
Common shares, par value (in dollar per share)								$ 0.0001	$ 0.0001	$ 0.0001
Common Class A [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Minimum period to file charter amendment						$ 1,432,457
Share price, per share						$ 11.14
Series A Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Share price, per share					$ 5
Aggregate purchase price amount					$ 8,000,000
Received					$ 2,000,000
Conversion of shares					500,000
Preferred stock voting rights					The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the Series A-1 Preferred Stock in no event to more than 15% per year.
Series A One Preferred Stock [Member]
Subsequent Event [Line Items]
Shares purchase amount			$ 6,000,000
Series A One Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Aggregate purchase price amount	$ 6,000,000			$ 6,000,000
Shares purchase amount				$ 2,000,000
Conversion of shares					600,000
Series A One Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Received	$ 1,200,000				$ 1,200,000
Series B Preferred Stock [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Shares purchase amount					$ 4,200,000
Preferred stock voting rights					The Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by the Company on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations unless otherwise agreed by the Company and the Sponsor. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter.
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities					$ 3,600,000

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	Dec. 31, 2023	Dec. 31, 2022
Amount of accumulated undistributed earnings	$ 88,392,895	$ 17,378,637	$ 14,784,691
Management cash	1,317,900	$ 8,835	$ 129,186
Series A One 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		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Balance, beginning	$ 29,000
Change in fair value	31,973	$ 31,973		$ 21,750	$ (413,250)
Balance, ending	$ 60,973	$ 60,973

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)		1 Months Ended	2 Months Ended	3 Months Ended		12 Months Ended
	May 04, 2023	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Volatility				80%
Discount rate	6.80%
Change in fair value of warrants			$ 31,973	$ 31,973		$ 21,750	$ (413,250)
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
Issuance of Series A preferred stock, shares		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
Professional services	$ 1,337,588
Other	227,246
Total	$ 1,564,834
Reverse Recapitalization [Member]
Professional services		$ 976,301
Other		120,149
Total		$ 1,096,450

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)	Mar. 31, 2024	Oct. 02, 2023
Debt Disclosure [Abstract]
[custom:WorkingCapital-0]	$ 1,651,000	$ 17,000

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 R S Us [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 R S Us [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
Twenty Twenty Four Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted awards shares	40,000,000
Twenty Twenty Four 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	Dec. 31, 2023	Dec. 31, 2022	Nov. 08, 2021
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	1,000,000	1,000,000
Preferred shares, par value			$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Preferred stock, shares issued						0	0
Issuance of Series A preferred stock, shares					164,614,418
Dividends payable per share			$ 1,000		$ 1,000
Private Placement [Member]
Class of Stock [Line Items]
Price per share								$ 10
Semper Paratus [Member]
Class of Stock [Line Items]
Number of warrants issued to purchase ordinary shares (in shares)				17,975,000
Semper Paratus [Member] | Private Placement [Member]
Class of Stock [Line Items]
Number of warrants issued to purchase ordinary shares (in shares)				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 to purchase ordinary shares (in shares)				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 A One 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.
Issuance of Series A preferred stock, shares	600
Issuance of Series A preferred stock	$ 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 (D_2

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 R S Us [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Isssued shares to related party	40,000
Performance Based R S Us [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		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net income (loss)	$ 11,264,842	$ (30,756,144)	$ (67,325)	$ 4,408,361
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