United States securities and exchange commission logo
October 20, 2021
B. Ben Baldanza
Chief Executive Officer
Semper Paratus Acquisition Corporation
767 Third Avenue, 38th Floor
New York, New York 10017
Re: Semper Paratus
Acquisition Corporation
Registration
Statement on Form S-1
Filed October 7,
2021
File No. 333-260113
Dear Mr. Baldanza:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed October 7, 2021
Summary
Founder Shares, page 25
1. Please amend your
disclosure describing the quorum requirement to highlight why the
27.89% ownership
interest held by your initial shareholders and members of your
management team would
provide the necessary vote if your quorum requirement is
satisfied by only the
minimum threshold. Additionally, please quantify the the combined
ownership interest to
be held by the sponsor, your management, and the underwriter upon
consummation of the
initial public offering, including the shares issued as part of the
private placement.
Please make conforming changes to your risk factor on page 46 titled
"If we seek shareholder
approval . . . ." Finally, please update your cover page to
highlight for investors
that, assuming only the minimum number of shares representing a
B. Ben Baldanza
Semper Paratus Acquisition Corporation
October 20, 2021
Page 2
quorum are voted and assuming the over-allotment option is not exercised,
no affirmative
votes from other public shareholders would be required to approve your
initial business
combination.
General
2. Given that your representative has expressed an interest in purchasing up
to 7.0% of the
units to be sold in this offering, please tell us whether you are
required to have a qualified
independent underwriter in accordance with FINRA Rule 5121.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Katherine Bagley at 202-551-2545
with any other
questions.
Sincerely,
FirstName LastNameB. Ben Baldanza
Division of Corporation
Finance
Comapany NameSemper Paratus Acquisition Corporation
Office of Trade & Services
October 20, 2021 Page 2
cc: Eric Klee
FirstName LastName