United States securities and exchange commission logo
November 7, 2023
Surendra Ajjarapu
Chief Executive Officer
Semper Paratus Acquisition Corporation
767 Third Avenue, 38th Floor
New York, New York 10017
Re: Semper Paratus
Acquisition Corporation
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 23,
2023
File No. 333-274519
Dear Surendra Ajjarapu:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our October 11, 2023
letter.
Amendment No. 1 to Registration Statement on Form S-4
What equity stake will current Semper Paratus shareholders and current
equityholders of
Tevogen hold in New Tevogen..., page 15
1. As requested by prior
comment 4, please revise the table to disclose all possible sources
and extent of dilution
that shareholders who elect not to redeem their shares may
experience in
connection with the business combination. We note, for example, the
Tevogen Convertible
Notes will be assumed by Semper Paratus and will convert into
shares of New Tevogen
Common Stock on the Closing Date. Once you have included all
possible sources of
dilution, please ensure the percentages in your table are reconcilable to
your other disclosure
regarding the share ownership percentages in New Tevogen such as
the percentages
disclosed in the second paragraph on page iii.
2. Please revise to
clarify if the source of the RSUs disclosed in footnote 7 to the table is the
restricted stock units
being awarded to Dr. Saadi as disclosed in the third bullet point on
Surendra Ajjarapu
FirstName LastNameSurendra Ajjarapu
Semper Paratus Acquisition Corporation
Comapany 7,
November NameSemper
2023 Paratus Acquisition Corporation
November
Page 2 7, 2023 Page 2
FirstName LastName
page 50 or otherwise include these in the table.
3. As requested by prior comment 5, revise to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Background of the Business Combination, page 157
4. We note your response to our prior comment 13 and reissue. Please
revise this section to
disclose why Semper Paratus modified its valuation and how it factored
the valuation
report into its analysis. With regard to your disclosure that Semper
reviewed Tevogen's
valuation which was for purposes of Section 409A of the Internal
Revenue Code, please
explain the purpose of that valuation report and why Semper found that
valuation report
useful for its valuation purposes with respect to the business
combination.
Projected Financial Information, page 168
5. Please address the following related to your projected financial
information:
Revise to provide a probability adjusted projection to balance
your current disclosure.
In this regard, we note that in respond to our prior comment 14,
you disclosed on
page 164 that Mentor adjusted Tevogen s forecast for the
probability of clinical
success from Phase II through final FDA approval, which resulted
in a combined
success rate of 22.8%.
Explain to us why you present the projections starting with the
launch year 2025
without also presenting the costs expected to be invested in the
business in the years
leading up to FDA approval. Revise to properly balance your
presentation or
specifically explain how you determined omitting such expected
and necessary costs
to achieve commercialization is not prohibitively unbalanced.
We note on page 167 that the projections for Tevogen s
business are based on
established trends, taking into account organizational costs of
developing TVGN 489
and the likelihood that Tevogen has another approved product on
the market in the
next three years. Revise to clarify whether you are referring to
the Long COVID
treatment or, if not, what the other products are to which you
are referring.
Revise to disclose more prominently the limitations on the
usefulness of the
projections given there is no guarantee that the products will
achieve FDA approval
or commercialization, and the inherent inaccuracy of any
estimates of costs to be
incurred to achieve regulatory approval.
Unaudited Pro Forma Condensed Combined Financial Information
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Statements of
Operations
for the Year Ended December 31, 2022
Pro forma weighted average shares outstanding, page 225
6. We note your response to our prior comment 25 and the revisions made
related to the
Surendra Ajjarapu
Semper Paratus Acquisition Corporation
November 7, 2023
Page 3
potentially dilutive equity instruments. However, considering the 10%
significant
potential dilution effect, please revise to disclose, anywhere dilutive
equity instruments
are presented, the potential issuance of such equity awards. Revise
future filings to also
disclose the specific terms of the instruments when finalized.
Redemption of public shares and Liquidation if No Business Combination, page
231
7. We note your revised disclosure in response to prior comment 27 that you
expect that all
costs and expenses associated with implementing your plan of dissolution,
as well as
payments to any creditors, will be funded from amounts remaining out of
the
approximately $25.7 million of proceeds held inside the Trust Account as
of June 30,
2023. Please tell us how this disclosure reconciles to the disclosure in
your IPO S-1 under
the heading "Redemption of public shares and distribution and liquidation
if no initial
business combination."
Please contact Li Xiao at 202-551-4391 or Kevin Kuhar at 202-551-3662 if
you have
questions regarding comments on the financial statements and related matters.
Please contact
Cindy Polynice at 202-551-8707 or Tim Buchmiller at 202-551-3635 with any other
questions.
Sincerely,
FirstName LastNameSurendra Ajjarapu
Division of Corporation
Finance
Comapany NameSemper Paratus Acquisition Corporation
Office of Life Sciences
November 7, 2023 Page 3
cc: Andrew M. Tucker, Esq.
FirstName LastName