Tevogen Bio (TVGN) 10-Q 19 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 15, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41002
Entity Registrant Name	Tevogen Bio Holdings Inc.
Entity Central Index Key	0001860871
Entity Tax Identification Number	98-1597194
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	15 Independence Boulevard
Entity Address, Address Line Two	Suite #410
Entity Address, City or Town	Warren
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07059
City Area Code	(877)
Local Phone Number	838-6436
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		175,051,247
Entity Listing, Par Value Per Share	$ 0.0001
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TVGN
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock for $11.50 per share
Trading Symbol	TVGNW
Security Exchange Name	NASDAQ

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 2,330,681	$ 1,052,397
Prepaid expenses and other assets	1,038,217	670,582
Total current assets	3,527,717	1,722,979
Property and equipment, net	336,994	458,651
Right-of-use assets - operating leases	291,485	469,862
Deferred transaction costs		2,582,870
Other assets	133,276	271,141
Total assets	4,289,472	5,505,503
Current liabilities:
Accounts payable	5,838,362	3,418,378
Accrued expenses and other liabilities	1,405,403	1,096,450
Operating lease liabilities	258,507	252,714
Notes payable	1,651,000
Convertible promissory notes		80,712,000
Loan agreement	1,012,466
Total current liabilities	10,415,738	85,479,542
Convertible promissory notes		14,220,000
Operating lease liabilities	42,567	234,858
Derivative warrant liabilities	14,572
Written call option derivative liabilities	7,064
Total liabilities	10,479,941	99,934,400
Stockholders’ deficit
Preferred Stock Value
Common stock, $0.0001 par value; 800,000,000 shares authorized; 170,773,864 and 119,999,989 shares issued and outstanding at September 30, 2024 and December 31, 2023	17,078	12,000
Additional paid-in capital	90,933,028	5,216,840
Accumulated deficit	(103,940,565)	(99,657,737)
Total stockholders’ deficit	(6,190,469)	(94,428,897)
Total liabilities and stockholders’ deficit	4,289,472	5,505,503
Series A Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock Value	2,799,990
Series C Preferred Stock [Member]
Stockholders’ deficit
Preferred Stock Value	4,000,000
Related Party [Member]
Current assets:
Due from related party	158,819
Current liabilities:
Due to related party	$ 250,000

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	20,000,000
Common shares, par value	$ 0.0001	$ 0.0001
Common shares, shares authorized	800,000,000	800,000,000
Common shares, shares issued	170,773,864	119,999,989
Common shares, shares outstanding	170,773,864	119,999,989
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	2,000
Preferred stock, shares issued	500
Preferred stock, shares outstanding	500
Series C Preferred Stock [Member]
Preferred stock, par value	$ 0.0001
Preferred stock, shares authorized	600
Preferred stock, shares issued	400
Preferred stock, shares outstanding	400

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating expenses:
Research and development	$ 3,260,938	$ 1,116,911	$ 28,196,970	$ 3,495,477
General and administrative	2,824,589	1,208,097	16,004,308	3,338,279
Total operating expenses	6,085,527	2,325,008	44,201,278	6,833,756
Loss from operations	(6,085,527)	(2,325,008)	(44,201,278)	(6,833,756)
Interest expense, net	(12,459)	(299,943)	(168,239)	(888,827)
Merger transaction costs			(7,499,353)
Change in fair value of warrants	7,613		14,428
Change in fair value of convertible promissory notes		(1,280,000)	48,468,678	(49,122,865)
Change in fair value of written call option derivative liabilities	206,150		(7,064)
Loss on issuance of commitment shares			(890,000)
Net loss	(5,884,223)	(3,904,951)	(4,282,828)	(56,845,448)
Net loss attributable to common stockholders, basic	(5,909,428)	(3,904,951)	(864,521)	(56,845,448)
Net loss attributable to common stockholders, diluted	$ (5,909,428)	$ (3,904,951)	$ (864,521)	$ (56,845,448)
Net loss per share attributable to common stockholders, basic	$ (0.03)	$ (0.03)	$ (0.01)	$ (2.30)
Net loss per share attributable to common stockholders, diluted	$ (0.03)	$ (0.03)	$ (0.01)	$ (2.30)
Weighted-average common stock outstanding, basic	170,174,533	119,999,989	160,000,569	24,752,000
Weighted-average common stock outstanding, diluted	170,174,533	119,999,989	160,000,569	24,752,000

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022				$ 12,000	$ 5,216,840	$ (39,180,057)	$ (33,951,217)
Balance, shares at Dec. 31, 2022				119,999,989
Net income (loss)						(30,756,144)	(30,756,144)
Balance at Mar. 31, 2023				$ 12,000	5,216,840	(69,936,201)	(64,707,361)
Balance, shares at Mar. 31, 2023				119,999,989
Balance at Dec. 31, 2022				$ 12,000	5,216,840	(39,180,057)	(33,951,217)
Balance, shares at Dec. 31, 2022				119,999,989
Net income (loss)							(56,845,448)
Balance at Sep. 30, 2023				$ 12,000	5,216,840	(96,025,505)	(90,796,665)
Balance, shares at Sep. 30, 2023				119,999,989
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
Net income (loss)						(22,184,353)	(22,184,353)
Balance at Jun. 30, 2023				$ 12,000	5,216,840	(92,120,554)	(86,891,714)
Balance, shares at Jun. 30, 2023				119,999,989
Net income (loss)						(3,904,951)	(3,904,951)
Balance at Sep. 30, 2023				$ 12,000	5,216,840	(96,025,505)	(90,796,665)
Balance, shares at Sep. 30, 2023				119,999,989
Balance at Dec. 31, 2023				$ 12,000	5,216,840	(99,657,737)	(94,428,897)
Balance, shares at Dec. 31, 2023				119,999,989
Issuance of preferred stock	$ 2,799,990						2,799,990
Issuance of preferred stock, shares	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
Conversion of convertible promissory notes into common stock in connection with merger				$ 1,034	46,621,593		46,622,627
Conversion of convertible promissory notes into common stock in connection with merger, shares				10,337,419
Merger, net of redemptions and transaction costs				$ 1,478	(2,885,459)		(2,883,981)
Merger, net of redemptions and transaction costs, shares				14,778,056
Issuance of restricted common stock				$ 1,935	(1,935)
Issuance of restricted common stock, shares				19,348,954
Issuance of common stock for Sponsor advisory service fee				$ 15	676,485		676,500
Issuance of common stock for Sponsor advisory service fee, shares				150,000
Stock-based compensation					26,333,249		26,333,249
Net income (loss)						11,264,842	11,264,842
Balance at Mar. 31, 2024	$ 2,799,990	$ 3,613,000		$ 16,462	76,160,773	(88,392,895)	(5,802,670)
Balance, shares at Mar. 31, 2024	500	3,613		164,614,418
Balance at Dec. 31, 2023				$ 12,000	5,216,840	(99,657,737)	(94,428,897)
Balance, shares at Dec. 31, 2023				119,999,989
Net income (loss)							(4,282,828)
Balance at Sep. 30, 2024	$ 2,799,990		$ 4,000,000	$ 17,078	90,933,028	(103,940,565)	(6,190,469)
Balance, shares at Sep. 30, 2024	500		400	170,773,864
Balance at Mar. 31, 2024	$ 2,799,990	$ 3,613,000		$ 16,462	76,160,773	(88,392,895)	(5,802,670)
Balance, shares at Mar. 31, 2024	500	3,613		164,614,418
Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance					2,800,000		2,800,000
Stock-based compensation					4,142,220		4,142,220
Net income (loss)						(9,663,447)	(9,663,447)
Issuance of commitment shares in connection with the unsecured equity line of credit facility				$ 100	889,900		890,000
Issuance of commitment shares in connection with the unsecured equity line of credit facility, shares				1,000,000
Issuance of common stock in connection with Polar note payable				$ 150	(150)
Issuance of common stock in connection with Polar note payable, shares				1,500,000
Issuance of common stock in settlement of vested restricted stock units				$ 171	(171)
Issuance of common stock in settlement of vested restricted stock units, shares				1,711,984
Contribution from related party		$ (3,613,000)			3,613,000
Contribution from related party, shares		(3,613)
Balance at Jun. 30, 2024	$ 2,799,990			$ 16,883	87,605,572	(98,056,342)	(7,663,897)
Balance, shares at Jun. 30, 2024	500			168,826,402
Issuance of preferred stock			$ 4,000,000				4,000,000
Issuance of preferred stock, shares			400
Stock-based compensation					3,327,651		3,327,651
Net income (loss)						(5,884,223)	(5,884,223)
Issuance of common stock in settlement of vested restricted stock units				$ 195	(195)
Issuance of common stock in settlement of vested restricted stock units, shares				1,947,462
Balance at Sep. 30, 2024	$ 2,799,990		$ 4,000,000	$ 17,078	$ 90,933,028	$ (103,940,565)	$ (6,190,469)
Balance, shares at Sep. 30, 2024	500		400	170,773,864

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (4,282,828)	$ (56,845,448)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	121,657	119,206
Stock-based compensation expense	33,803,120
Non-cash interest expense	171,771	889,135
Merger transaction costs	7,099,353
Change in fair value of convertible promissory notes	(48,468,678)	49,122,865
Loss on Series A Preferred Stock issuance	799,990
Loss on issuance of commitment shares	890,000
Change in fair value of warrants	(14,428)
Change in fair value of written call option derivative liabilities	7,064
Amortization of right-of-use asset	178,377	158,282
Change in operating assets and liabilities:
Prepaid expenses and other assets	(365,134)	196,181
Other assets	(68,446)	21,343
Accounts payable	2,323,809	764,636
Accrued expenses and other liabilities	(960,172)	(459,163)
Operating lease liabilities	(186,499)	(161,683)
Net cash used in operating activities	(8,951,044)	(6,194,646)
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
Proceeds from issuance of Series C Preferred Stock	4,000,000
Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock Issuance	3,000,000
Proceeds from loan agreement	1,000,000
Payments of deferred transaction costs		(200,000)
Proceeds from issuance of convertible promissory notes		3,650,000
Net cash provided by financing activities	10,229,328	3,450,000
Net increase (decrease) in cash	1,278,284	(2,877,646)
Cash – beginning of period	1,052,397	5,484,265
Cash – end of period	2,330,681	2,606,619
Supplementary disclosure of noncash investing and financing activities:
de-SPAC transaction fees included in accrued expenses and other liabilities		1,798,115
Conversion of convertible promissory notes into common stock in connection with Merger	46,622,627
Repurchase of Series B preferred stock	3,613,000
Issuance of common stock for net liabilities upon reverse recapitalization, net of transaction costs	$ (3,113,309)

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (5,884,223)	$ (9,663,447)	$ 11,264,842	$ (3,904,951)	$ (22,184,353)	$ (30,756,144)	$ (4,282,828)	$ (56,845,448)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual [Table]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

NATURE OF BUSINESS

NATURE OF BUSINESS	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
NATURE OF BUSINESS	NOTE 1. NATURE OF BUSINESS Tevogen Bio Holdings Inc., 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 therapeutics for the treatment of infectious diseases and cancers. The Company’s precision T cell technology, 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 91.0 9.1

DEVELOPMENT-STAGE RISKS AND LIQ

DEVELOPMENT-STAGE RISKS AND LIQUIDITY	9 Months Ended
	Sep. 30, 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. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in development. Management believes that cash of $ 2,330,681 2,000,000 1,000,000 36,000,000 Management regularly evaluates different strategies to obtain funding for operations for subsequent periods. These strategies may include but are not limited to private placements of securities, licensing and/or marketing arrangements, partnerships with other pharmaceutical or biotechnology companies, and public offerings of securities. The Company may not be able to obtain financing on acceptable terms and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms. 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 sufficient 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 a clinical trial, and pursuing and completing the Business Combination. The Company is subject to risks associated with any specialty biotechnology company that requires considerable expenditures for research and development. The Company’s research and development projects may not be successful, products developed may not obtain necessary regulatory approval, and any approved product may not be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The summary of significant accounting policies included in the Company’s annual financial statements that can be found in Exhibit 99.1 of the Company’s Current Report on Form 8-K/A filed with the SEC on April 29, 2024 (the “Form 8-K”), have not materially changed, except as reflected in the following: 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) that 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, Series B Preferred Stock, and Series C Preferred Stock, fair value of the purchase options under the Loan Agreement, stock-based compensation assumptions, the estimated useful lives of property and equipment and accrued research and development expenses. Freestanding and Embedded Common Stock Purchase Options Equity-linked purchase options issued in connection with the Company’s debt agreements are assessed to determine whether they are freestanding or embedded with the host instrument under ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity 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 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 and ASC 480, Distinguishing Liabilities from Equity 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 September 30, 2024 $ — Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 3,650,000 Accrued interest expense 889,135 Change in fair value 49,122,865 Balance at September 30, 2023 $ 92,959,000 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 nine months ended September 30, 2024 and 2023. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Upon the Closing, the Company acquired private warrants, the fair value of which decreased by $ 14,428 367,936 SCHEDULE OF FAIR VALUES OF WARRANTS Derivative warrant liabilities Written call option derivative liabilities Balance at February 15, 2024 $ — $ — Initial fair value at issuance 29,000 375,000 Change in fair value (14,428 ) (367,936 ) Balance at September 30, 2024 $ 14,572 $ 7,064 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 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 Significant Other Significant Other Liabilities: Derivative warrant liabilities 3 $ — $ — $ 14,572 Written call option derivative liabilities 3 $ — $ — $ 7,064 The Company’s nonrecurring fair value measurements consist of Series A 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 (“MCS”). Key inputs utilized in the MCS 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 The Company used a MCS valuation methodology to determine the fair value of the freestanding $ 14,000,000 33,000,000 10.00 78.6 3.9 Net Loss Per Share The Company computes basic net loss per share by dividing net 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 loss per share by dividing the net 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 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

BUSINESS COMBINATION

BUSINESS COMBINATION	9 Months Ended
	Sep. 30, 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 that following the Merger, former Tevogen Bio (i) 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, 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 7,499,353 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 in return for the Sponsor assuming $ 3,613,000

EARNOUT SHARES

EARNOUT SHARES	9 Months Ended
	Sep. 30, 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 6,666,667 6,666,667 6,666,666 15.00 17.50 20.00 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 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

ACCRUED EXPENSES AND OTHER LIAB

ACCRUED EXPENSES AND OTHER LIABILITIES	9 Months Ended
	Sep. 30, 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 September 30, December, 31 2024 2023 Professional services $ 1,344,096 $ 976,301 Other 61,307 120,149 Total $ 1,405,403 $ 1,096,450

DEBT

DEBT	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 7. DEBT Loan Agreement In June 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with The Patel Family, LLP (the “Lender”), a related party of the Company, providing for an unsecured line of credit facility (the “Facility”) for term loans of up to an initial total of $ 36,000,000 1,000,000 48 2.00 7.00 1.50 1.50 1,000,000 1,000,000 33,000,000 33 The Loan Agreement includes a purchase option whereby the Lender has the option to purchase up to $ 14,000,000 70 14 14 10.00 14 The Loan Agreement also includes a purchase option (the “Additional Amount Purchase Option”) that is identical to the $ 14 10.00 The $ 14 The Loan Agreement is a written loan commitment that is not eligible for the fair value option under ASC 825, Financial Instruments 1,000,000 14 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 1,500,000 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	9 Months Ended
	Sep. 30, 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 (the “Rollover RSUs”). Such Rollover RSUs remain subject to the same terms and conditions as set forth under the applicable award agreement prior to the Closing. In addition to covering the Rollover RSUs, under the 2024 Plan, the Company is authorized to grant awards up to an aggregate 40,000,000 19,760,196 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. On the Closing Date, the Company issued an aggregate of 19,348,954 4.51 87,263,783 Compensation - Stock Compensation Restricted Stock and RSU activity was as follows: SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY Service-Based Restricted Stock and RSUs 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 20,239,804 4.33 — — Vested (12,000 ) 0.59 (9,178,656 ) 2.85 Forfeited — — — — Nonvested as of September 30, 2024 20,227,804 $ 4.33 1,721,472 $ 3.19 As a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 1,119,315 28,319,404 3,532,446 5,646,210 82,222,657 9.0 4,018,725 0.7 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 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 Nine months ended September 30, 2024 September 30, 2024 Research and development $ 2,185,958 $ 24,932,798 General and administrative 1,141,693 8,870,322 Total $ 3,327,651 $ 33,803,120 No

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 9. STOCKHOLDERS’ DEFICIT Common Stock As of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW”, respectively. As of September 30, 2024, the Company had 170,773,864 Below is a reconciliation of shares of common stock issued and outstanding: SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING September 30, 2024 Total shares of common stock legally issued and outstanding 170,773,864 Plus: shares to be issued: Vested RSUs not yet legally settled into common stock (a) 5,651,210 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (b) (19,348,954 ) Total shares issued and outstanding 157,076,120 (a) As of September 30, 2024, there were RSUs that had vested but had not been legally settled into common stock. See Note 8 for additional information. (b) 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. Preferred Stock The Company is authorized to issue up to 20,000,000 0.0001 Series A Preferred Stock In March 2024, the Company authorized and issued 2,000 500 4,000 2,000,000 799,990 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”). These dividends become payable when and if declared by the Company. The Series A Preferred Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of the common stock Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Liquidation The Series A ranks senior to common stock and Series C Preferred Stock 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 3,000,000 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 certain liabilities and obligations of Semper Paratus and Tevogen Bio. In March 2024, 3,613 3,613,000 On June 15, 2024, the Company and the Sponsor entered into the Preferred Stock Repurchase Agreement, pursuant to which the Company repurchased all outstanding Series B in exchange for the release of the Sponsor from its obligations related to the Assumed Liabilities, but no cash consideration. The repurchase was recorded as a deemed contribution from a related party and recorded to additional paid-in capital. As of June 30, 2024, there were no 2.6 Series C Preferred Stock On August 21, 2024, the Company entered into a securities purchase agreement (the “Series C Agreement”) with an investor, pursuant to which the investor purchased 600 10,000 6,000,000 The Series C is subject to a call right providing the Company the right to call the stock at any time after the fifth anniversary of the date of issuance. The Company also agreed that so long as the Series C is outstanding, the Company will not, without the written consent of the holders of 50.1% of the Series C, amend, alter, or repeal any provision of the Company’s certificate of incorporation or bylaws in a manner adverse to the Series C. Assessed under accounting guidance within ASC 480 and ASC 815, as the Series C is unregistered and without mandatory redemption features, the Series C is classified within equity at issued face value as of September 30, 2024. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Dividends The Series C carries an annual 7.5 the date on which the investor has paid the entirety of the purchase price under the Series C Agreement and ending on the last business day of the calendar quarter ending September 30, 2034 (the “Series C Accruing Dividends”). Dividends will be payable in shares of Series C or, at the election of the Company, in cash Liquidation The Series C ranks subordinate to the Series A and Series A-1 Preferred Stock and ranks senior to common stock in liquidation priority. In the event of a liquidation of the Company, or certain deemed liquidation events, the Series C is redeemable for a price equal to the greater of the Series C Original Issue Price plus all Series C Accruing Dividends that are unpaid through the redemption date, or such asset amount as would have been payable had the Series C converted into shares of common stock immediately before the liquidation or deemed liquidation event. Voting The Series C does not have any voting rights. Redemption The holders of Series C 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 C at a price equal to the Series C Original Issue Price plus any Series C Accruing Dividends accrued but unpaid thereon, subject to the conversion right described below. Conversion The shares of Series C will be convertible at the election of the holder, beginning six months after the date of issuance, into shares of common stock at a conversion price equal to the volume-weighted average price of the Common Stock for the 30 trading days immediately prior to the exercise of the holder’s conversion option, subject to a floor price of $ 0.6172 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. 17,249,978 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 initial purchasers or their permitted transferees, (i) will not be redeemable by the Company and (ii) may be exercised by the holders on a cashless basis. As of September 30, 2024, there are 725,000 See Note 3 for additional information on the Company’s warrant accounting policy. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 10. RELATED PARTY TRANSACTIONS Transactions with Sponsor Pursuant to the Merger Agreement, the Company incurred $ 2,000,000 250,000 250,000 150,000 As of September 30, 2024, the Sponsor owes the Company $ 158,819 See Note 9 for additional information on the Series B issued to the Sponsor. Stock-Based Compensation In January 2023, the Company issued 40,000 20,000 800,396 Loan Agreement See Note 7 for additional information on the Loan Agreement, which provides for an unsecured line of credit facility for term loans of up to an initial amount of $ 36,000,000 Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER SHARE

NET LOSS PER SHARE	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
NET LOSS PER SHARE	NOTE 11. NET LOSS PER SHARE The Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period. The Company computes diluted net loss per share by dividing the net loss by the sum of the weighted-average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of unvested shares of common stock and the convertible promissory notes on an as-converted basis. Given the Company’s net loss, the impact of the unvested shares of common stock and the convertible promissory notes are anti-dilutive, and basic and diluted net loss per share for the three and nine months ended September 30, 2024 and 2023 are the same. 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 2024 2023 September 30, 2024 2023 Outstanding restricted stock units (a) 2,509,295 2,253,000 Restricted Stock 19,348,954 — Public warrants 17,249,978 — Private warrants 725,000 — Convertible promissory notes (b) — 279,706 Earnout Shares 24,500,000 — Total 63,040,395 2,532,706 (a) As of September 30, 2024 there were an additional 5,651,210 (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. The above table excludes any potentially anti-dilutive shares as a result of the $ 14

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through November 19, 2024, the issuance date of these financial statements, and has not identified any additional items requiring disclosure except as noted below. Series C Preferred Stock On October 25, 2024, the Company received $ 2,000,000 200

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated financial statements of the Company are presented in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of a normal recurring nature, (which consist primarily of accruals, estimates, and assumptions that impact the consolidated financial statements) that are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations of Tevogen Bio filed as Exhibits 99.1 and 99.2 to the Form 8-K. The interim results for the period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods.
Use of Estimates	Use of Estimates In preparing unaudited consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the unaudited consolidated financial statements in the period they are determined to be necessary. Significant areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to the Merger, the fair value of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, fair value of the purchase options under the Loan Agreement, stock-based compensation assumptions, the estimated useful lives of property and equipment and accrued research and development expenses.
Freestanding and Embedded Common Stock Purchase Options	Freestanding and Embedded Common Stock Purchase Options Equity-linked purchase options issued in connection with the Company’s debt agreements are assessed to determine whether they are freestanding or embedded with the host instrument under ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash.
Segment Reporting	Segment Reporting Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
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 and ASC 480, Distinguishing Liabilities from Equity
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 September 30, 2024 $ — Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 3,650,000 Accrued interest expense 889,135 Change in fair value 49,122,865 Balance at September 30, 2023 $ 92,959,000 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 nine months ended September 30, 2024 and 2023. Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS Upon the Closing, the Company acquired private warrants, the fair value of which decreased by $ 14,428 367,936 SCHEDULE OF FAIR VALUES OF WARRANTS Derivative warrant liabilities Written call option derivative liabilities Balance at February 15, 2024 $ — $ — Initial fair value at issuance 29,000 375,000 Change in fair value (14,428 ) (367,936 ) Balance at September 30, 2024 $ 14,572 $ 7,064 The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 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 Significant Other Significant Other Liabilities: Derivative warrant liabilities 3 $ — $ — $ 14,572 Written call option derivative liabilities 3 $ — $ — $ 7,064 The Company’s nonrecurring fair value measurements consist of Series A 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 (“MCS”). Key inputs utilized in the MCS 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 The Company used a MCS valuation methodology to determine the fair value of the freestanding $ 14,000,000 33,000,000 10.00 78.6 3.9
Net Loss Per Share	Net Loss Per Share The Company computes basic net loss per share by dividing net 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 loss per share by dividing the net loss by the sum of the weighted-average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of potentially dilutive securities.
Recently Issued Accounting Standards	Recently Issued Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity Tevogen Bio Holdings Inc. NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF FAIR VALUE MEASUREMENT	SCHEDULE OF FAIR VALUE MEASUREMENT Balance at January 1, 2024 $ 94,932,000 - Accrued interest expense 159,305 Change in fair value (48,468,678 ) Derecognition upon conversion of convertible promissory notes (46,622,627 ) Balance at September 30, 2024 $ — Balance at January 1, 2023 $ 39,297,000 Initial fair value at issuance 3,650,000 Accrued interest expense 889,135 Change in fair value 49,122,865 Balance at September 30, 2023 $ 92,959,000
SCHEDULE OF FAIR VALUES OF WARRANTS	SCHEDULE OF FAIR VALUES OF WARRANTS Derivative warrant liabilities Written call option derivative liabilities Balance at February 15, 2024 $ — $ — Initial fair value at issuance 29,000 375,000 Change in fair value (14,428 ) (367,936 ) Balance at September 30, 2024 $ 14,572 $ 7,064
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 September 30, 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 Significant Other Significant Other Liabilities: Derivative warrant liabilities 3 $ — $ — $ 14,572 Written call option derivative liabilities 3 $ — $ — $ 7,064

BUSINESS COMBINATION (Tables)

BUSINESS COMBINATION (Tables)	9 Months Ended
	Sep. 30, 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, 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)	9 Months Ended
	Sep. 30, 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 September 30, December, 31 2024 2023 Professional services $ 1,344,096 $ 976,301 Other 61,307 120,149 Total $ 1,405,403 $ 1,096,450

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 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 and RSUs 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 20,239,804 4.33 — — Vested (12,000 ) 0.59 (9,178,656 ) 2.85 Forfeited — — — — Nonvested as of September 30, 2024 20,227,804 $ 4.33 1,721,472 $ 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 Nine months ended September 30, 2024 September 30, 2024 Research and development $ 2,185,958 $ 24,932,798 General and administrative 1,141,693 8,870,322 Total $ 3,327,651 $ 33,803,120

STOCKHOLDERS_ DEFICIT (Tables)

STOCKHOLDERS’ DEFICIT (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2024 Total shares of common stock legally issued and outstanding 170,773,864 Plus: shares to be issued: Vested RSUs not yet legally settled into common stock (a) 5,651,210 Less: Shares subject to future vesting: Issuance of restricted common stock subject to forfeiture (b) (19,348,954 ) Total shares issued and outstanding 157,076,120 (a) As of September 30, 2024, there were RSUs that had vested but had not been legally settled into common stock. See Note 8 for additional information. (b) 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 LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE	SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE 2024 2023 September 30, 2024 2023 Outstanding restricted stock units (a) 2,509,295 2,253,000 Restricted Stock 19,348,954 — Public warrants 17,249,978 — Private warrants 725,000 — Convertible promissory notes (b) — 279,706 Earnout Shares 24,500,000 — Total 63,040,395 2,532,706 (a) As of September 30, 2024 there were an additional 5,651,210 (b) The number of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements, dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date.

NATURE OF BUSINESS (Details Nar

NATURE OF BUSINESS (Details Narrative)	Sep. 30, 2024	Feb. 14, 2024
Tevogen Bio [Member]
Equity ownership percentage	91%
Semper Paratus [Member]
Equity ownership percentage	9.10%
Common Stock [Member]
Share exchange ratio		4.85

DEVELOPMENT-STAGE RISKS AND L_2

DEVELOPMENT-STAGE RISKS AND LIQUIDITY (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	9 Months Ended
	Jun. 30, 2024	Nov. 19, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Subsequent Event [Line Items]
Cash			$ 2,330,681		$ 1,052,397
Cash received upon issuance of preferred stock			2,000,000
Drawing down term loans	$ 1,000,000
Drawing down term loans net			$ 36,000,000
Subsequent Event [Member] | Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Cash received upon issuance of preferred stock		$ 2,000,000

SCHEDULE OF FAIR VALUE MEASUREM

SCHEDULE OF FAIR VALUE MEASUREMENT (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Platform Operator, Crypto Asset [Line Items]
Fair value beginning balance	$ 94,932,000	$ 39,297,000
Initial fair value at issuance		3,650,000
Accrued interest expense	159,305	889,135
Change in fair value	(48,468,678)	49,122,865
Derecognition upon conversion of convertible promissory notes	(46,622,627)
Fair value ending balance		$ 92,959,000

SCHEDULE OF FAIR VALUES OF WARR

SCHEDULE OF FAIR VALUES OF WARRANTS (Details) - USD ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities, Balance
Change in fair value	$ (7,613)			(14,428)
Derivative warrant liabilities, Balance	14,572		$ 14,572	14,572
Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Change in fair value				(14,428)
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Change in fair value				(367,936)
Fair Value, Inputs, Level 3 [Member] | Call Option [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities, Balance
Initial fair value at issuance			375,000
Change in fair value			(367,936)
Derivative warrant liabilities, Balance	7,064		7,064	7,064
Fair Value, Inputs, Level 3 [Member] | Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities, Balance
Initial fair value at issuance			29,000
Change in fair value			(14,428)
Derivative warrant liabilities, Balance	$ 14,572		$ 14,572	$ 14,572

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities	$ 14,572
Written call option derivative liability	7,064
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities
Written call option derivative liability
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities
Written call option derivative liability
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative warrant liabilities	14,572
Written call option derivative liability	$ 7,064

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2024 USD ($) Segment $ / shares shares	Sep. 30, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Number of operating segments | Segment				1
Decrease in fair value of warrants	$ 7,613			$ 14,428
Cash received upon issuance of preferred stock				$ 2,000,000
Free standing purchase options | shares				14,000,000
Embedded options | shares				33,000,000
Share Price | $ / shares	$ 10		$ 10	$ 10
Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Cash received upon issuance of preferred stock				$ 2,000,000
Fair Value, Inputs, Level 3 [Member]
Property, Plant and Equipment [Line Items]
Decrease in fair value of warrants				367,936
Warrant [Member]
Property, Plant and Equipment [Line Items]
Decrease in fair value of warrants				$ 14,428
Warrant [Member] | Fair Value, Inputs, Level 3 [Member]
Property, Plant and Equipment [Line Items]
Decrease in fair value of warrants			$ 14,428
Minimum [Member] | Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Range in years				6 months
Maximum [Member] | Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Range in years				10 years
Measurement Input, Price Volatility [Member]
Property, Plant and Equipment [Line Items]
Convertible promissory notes measurement input	80		80	80
Measurement Input, Price Volatility [Member] | Minimum [Member] | Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Stock, measurement input	75		75	75
Measurement Input, Price Volatility [Member] | Maximum [Member] | Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Stock, measurement input	85		85	85
Measurement Input, Discount Rate [Member]
Property, Plant and Equipment [Line Items]
Alternative Investment, Measurement Input	3.9		3.9	3.9
Measurement Input, Discount Rate [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Convertible promissory notes measurement input	35		35	35
Measurement Input, Discount Rate [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Convertible promissory notes measurement input	36		36	36
Probability of Future Liquidity [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Convertible promissory notes measurement input	85		85	85
Probability of Future Liquidity [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Convertible promissory notes measurement input	95		95	95
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Stock, measurement input	4.3		4.3	4.3
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Series A Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Stock, measurement input	5.3		5.3	5.3
Measurement Input, Option Volatility [Member]
Property, Plant and Equipment [Line Items]
Alternative Investment, Measurement Input	78.6		78.6	78.6

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			9 Months Ended
	Feb. 14, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Common stock, shares outstanding	164,614,418	170,773,864			170,773,864		119,999,989
Merger transaction costs	$ 7,728,681				$ 7,499,353
Transaction costs charged to equity	229,328
Issuance of Series B preferred stock	$ 3,613,000		$ 3,613,000
Earnout Shares [Member]
Earnout shares issuable	24,500,000
Tevogen Bio [Member]
Ownership percentage		91%			91%

EARNOUT SHARES (Details Narrati

EARNOUT SHARES (Details Narrative) - $ / shares	Sep. 30, 2024	Feb. 14, 2024
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	$ 15
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | Common Stock [Member]
Shares issued, price per share	17.50
Tevogen Bio Common Stock [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | Common Stock [Member]
Shares issued, price per share	$ 20
Tevogen Bio Common Stock [Member] | Earnout Shares [Member]
Earnout shares	20,000,000
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
Sponsor [Member] | Earnout Shares [Member]
Earnout shares	4,500,000
Sponsor [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 ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Professional services	$ 1,344,096	$ 976,301
Other	61,307	120,149
Total	$ 1,405,403	$ 1,096,450

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	1 Months Ended		9 Months Ended
	Jun. 30, 2024	May 31, 2024	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Share price			$ 10
Derivative liability	$ 14,000,000
Notes payable			$ 1,651,000
Polar Multi-Strategy Master Fund [Member]
Debt Instrument [Line Items]
Notes payable			1,651,000
Issuance of common stock as loan consideration for Polar		1,500,000
Loan Agreement [Member] | The Patel Family LLP [Member]
Debt Instrument [Line Items]
Option to purchase common stock, value	$ 14,000,000
Percentage of price of common stock purchased	70%
Purchase, price per share	$ 10
Derivative liability	$ 14,000,000
Issuance of commitment shares in connection with unsecured equity line of credit facility	1,000,000
Loan Agreement [Member] | The Patel Family LLP [Member] | Additional Amount Purchase Option [Member]
Debt Instrument [Line Items]
Option to purchase common stock, value	$ 14,000,000
Purchase, price per share	$ 10
Loan Agreement [Member] | The Patel Family LLP [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Line of credit maximum borrowing capacity	$ 36,000,000
Line of credit borrowing capacity	$ 1,000,000		$ 1,000,000
Debt maturity date	48 months		33 months
Debt instrument variable rate	2%
Debt instrument interest rate	7%
Share price	$ 1.50
Issuance of shares	1,000,000
Line of credit remaining capacity			$ 33,000,000
Loan Agreement [Member] | The Patel Family LLP [Member] | Unsecured Debt [Member] | Maximum [Member]
Debt Instrument [Line Items]
Share price	$ 1.50

SCHEDULE OF RESTRICTED STOCK AN

SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY (Details)	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Service-Based Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Nonvested Shares, Beginning | shares
Nonvested weighted average grant-date fair value, Beginning | $ / shares
Nonvested Shares, Granted | shares	20,239,804
Nonvested weighted average grant-date fair value, Granted | $ / shares	$ 4.33
Nonvested Shares, Vested | shares	(12,000)
Nonvested weighted average grant-date fair value, Vested | $ / shares	$ 0.59
Nonvested Shares, Forfeited | shares
Nonvested weighted average grant-date fair value, Forfeited | $ / shares
Nonvested Shares, Ending | shares	20,227,804
Nonvested weighted average grant-date fair value, Ending | $ / shares	$ 4.33
Performance-Based RSUs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Nonvested Shares, Beginning | shares	10,900,128
Nonvested weighted average grant-date fair value, Beginning | $ / shares	$ 2.97
Nonvested Shares, Granted | shares
Nonvested weighted average grant-date fair value, Granted | $ / shares
Nonvested Shares, Vested | shares	(9,178,656)
Nonvested weighted average grant-date fair value, Vested | $ / shares	$ 2.85
Nonvested Shares, Forfeited | shares
Nonvested weighted average grant-date fair value, Forfeited | $ / shares
Nonvested Shares, Ending | shares	1,721,472
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	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 3,327,651	$ 33,803,120
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	2,185,958	24,932,798
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 1,141,693	$ 8,870,322

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)			3 Months Ended	9 Months Ended
		Feb. 14, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Oct. 01, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost recognized				$ 33,803,120
Number of shares issuable	[1]		5,651,210	5,651,210
Stock-based compensation expense recognized					$ 0
Performance-Based RSUs [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost recognized			$ 1,119,315	$ 28,319,404
Number of shares issued and outstading RSU				3,532,446
Unrecognized compensation cost			4,018,725	$ 4,018,725
Weighted average period for recognition				8 months 12 days
Performance-Based RSUs [Member] | Subsequent Event [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issuable						5,646,210
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation cost			$ 82,222,657	$ 82,222,657
Weighted average period for recognition				9 years
2024 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized for grant			40,000,000	40,000,000
Number of shares available for grant			19,760,196	19,760,196
2024 Plan [Member] | Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued for RSUs		19,348,954
Fair value per share for award		$ 4.51
Grant date fair value of shares		$ 87,263,783
[1]As of September 30, 2024, there were RSUs that had vested but had not been legally settled into common stock. See Note 8 for additional information.

SCHEDULE OF RECONCILIATION OF S

SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING (Details) - shares		Sep. 30, 2024	Feb. 14, 2024	Dec. 31, 2023
Equity [Abstract]
Total shares of common stock legally issued		170,773,864		119,999,989
Total shares of common stock legally outstanding		170,773,864	164,614,418	119,999,989
Vested Performance-Based RSUs from satisfaction of liquidity condition upon the Closing	[1]	5,651,210
Issuance of restricted common stock subject to forfeiture	[2]	(19,348,954)
Total shares issued and outstanding		157,076,120
[1]As of September 30, 2024, there were RSUs that had vested but had not been legally settled into common stock. See Note 8 for additional information.[2]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		9 Months Ended
	Aug. 21, 2024	Mar. 27, 2024	Mar. 31, 2024	Nov. 30, 2021	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Feb. 14, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Common shares, shares outstanding					170,773,864		170,773,864			164,614,418	119,999,989
Preferred stock, shares authorized					20,000,000		20,000,000
Preferred shares, par value					$ 0.0001		$ 0.0001
Share price					$ 10		$ 10
Gross proceeds							$ 2,000,000
Loss on preferred stock issuance							$ 799,990
Stock issuance, value					$ 4,000,000	$ 2,799,990
Semper Paratus [Member]
Class of Stock [Line Items]
Number of warrants issued				17,975,000
Semper Paratus [Member] | Private Placement [Member]
Class of Stock [Line Items]
Number of warrants issued				725,000
Number of warrants outstanding					725,000		725,000
Semper Paratus [Member] | Public Warrants [Member]
Class of Stock [Line Items]
Exercise price				$ 11.50
Exercisable date				Mar. 15, 2024
Warrants redemption 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					17,249,978		17,249,978
Semper Paratus [Member] | Public Warrants [Member] | IPO [Member]
Class of Stock [Line Items]
Number of warrants issued				17,250,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized			2,000		2,000	2,000	2,000
Preferred shares, par value					$ 0.0001		$ 0.0001
Preferred stock, shares issued					500		500
Gross proceeds							$ 2,000,000
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”). These dividends become payable when and if declared by the Company. The Series A Preferred Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of the common stock
Redemption price per share					$ 5		$ 5
Redemption term							the twenty days immediately prior to the Company’s call election
Floor price					$ 4		$ 4
Preferred stock shares outstanding					500		500
Series A Preferred Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Preferred stock, shares issued			500			500
Share price			$ 4,000			$ 4,000
Gross proceeds			$ 2,000,000
Loss on preferred stock issuance			$ 799,990
Price per share			$ 5,600			$ 5,600
Series A1 Preferred Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Share price		$ 10,000
Dividend variable rate, description		The terms of the Series A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum, and the Series A-1 Issuance Price is defined as $10,000 per share
Stock issuance		600
Stock issuance, value		$ 6,000,000
Non refundable deposist paid					$ 3,000,000		$ 3,000,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Conversion of certain liabilities into Series B preferred stock, shares			3,613
Conversion of certain liabilities into Series B preferred stock			$ 3,613,000
Preferred stock shares outstanding									0
Liabilities assumed							$ 2,600,000
Series C Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized					600		600
Preferred shares, par value					$ 0.0001		$ 0.0001
Preferred stock, shares issued					400		400
Dividend rate, percentage							7.50%
Dividend variable rate, description							the date on which the investor has paid the entirety of the purchase price under the Series C Agreement and ending on the last business day of the calendar quarter ending September 30, 2034 (the “Series C Accruing Dividends”). Dividends will be payable in shares of Series C or, at the election of the Company, in cash
Floor price					$ 0.6172		$ 0.6172
Preferred stock shares outstanding					400		400
Series C Preferred Stock [Member] | Investor [Member]
Class of Stock [Line Items]
Share price	$ 10,000
Gross proceeds	$ 6,000,000
Stock issuance	600

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Jan. 31, 2023	Sep. 30, 2024	Jun. 30, 2024
Related Party Transaction [Line Items]
Sponsor advisory service fee		$ 2,000,000
Sponsor advisory services fee payable		250,000
Compensation cost recognized		$ 800,396
Performance-Based RSUs [Member] | Wife of Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Shares issued to related party	40,000
Sponsor Advisory Services Fee [Member]
Related Party Transaction [Line Items]
Shares issued to related party		150,000
Sponsor [Member]
Related Party Transaction [Line Items]
Sponsor fee payable offset		$ 250,000
Due from related party		$ 158,819
Mehtaphoric Consulting Inc [Member]
Related Party Transaction [Line Items]
Shares issued to related party	20,000
The Patel Family LLP [Member] | Loan Agreement [Member] | Unsecured Debt [Member]
Related Party Transaction [Line Items]
Line of credit maximum borrowing capacity			$ 36,000,000

SCHEDULE OF ANTI-DILUTIVE NET L

SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE (Details) - shares		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		63,040,395	2,532,706
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	[1]	2,509,295	2,253,000
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		17,249,978
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]		279,706
Earnout Shares [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total		24,500,000
[1]As of September 30, 2024 there were an additional 5,651,210

SCHEDULE OF ANTI-DILUTIVE NET_2

SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE (Details) (Parenthetical)	9 Months Ended
	Sep. 30, 2024 shares
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option vested	5,651,210

NET LOSS PER SHARE (Details Nar

NET LOSS PER SHARE (Details Narrative) $ in Millions	Jun. 30, 2024 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability	$ 14
Loan Agreement [Member] | The Patel Family LLP [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Derivative liability	$ 14

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Series C Preferred Stock [Member]	Oct. 25, 2024 USD ($) shares
Subsequent Event [Line Items]
Sale of stock issued | $	$ 2,000,000
Sale of stock issued shares | shares	200