Financial Performance and Funding - The company has not generated revenue from product sales and has a history of significant losses[17] - The company is relying on an additional $8.0 million of grant funding that has not yet been received to meet liquidity needs[17] - The company anticipates substantial additional financing will be required to achieve its business objectives[17] - The company has a limited operating history with no products approved for commercial sale and has never generated revenue from product sales, resulting in significant losses[17] Product Development and Regulatory Challenges - The company is highly dependent on its first product candidate, TVGN 489, for the treatment of COVID-19 and Long COVID[13] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, which may cause delays[17] - The FDA regulatory approval process for product candidates is lengthy and time-consuming, with potential delays and disruptions in development[17] - The company is developing additional product candidates through the use of its ExacTcell technology[13] - The company may not obtain marketing approval for product candidates due to failures by third parties[20] Clinical Trials and Market Entry - The company has limited experience in designing and implementing preclinical and clinical trials, which are complex and expensive[17] - The company may encounter difficulties in enrolling patients for its clinical trials[17] - The company may encounter difficulties in enrolling patients for clinical trials, which could hinder development timelines[17] - The company may face challenges in establishing sales and marketing capabilities for its product candidates[17] - The company is subject to extensive ongoing regulatory requirements and may face challenges in establishing sales and marketing capabilities[20] Competition and Operational Risks - The company may face substantial competition and will need to grow the size of its organization to meet market demands[20] - The manufacture of cell therapies involves numerous risks, and establishing manufacturing capabilities may not be successful[20] - The company is subject to various risks and uncertainties that could materially affect its business and financial condition[15] - The price of the company's common stock may fluctuate significantly, influenced by various market factors and operational challenges[20]

Financial Performance - The Company reported a net loss per share, with basic net loss calculated by dividing net loss by the weighted-average common stock outstanding during the period[52]. - The Company incurred total transaction costs of $7,728,681 related to the Merger, with $229,328 charged directly to equity and the remaining $7,499,353 classified as Merger transaction costs for the nine months ended September 30, 2024[58]. - The Merger resulted in the Company acquiring net liabilities of $(2,654,653), including accounts payable of $(96,175) and accrued expenses of $(1,269,126)[58]. - Stock-based compensation expense for the three months ended September 30, 2024, totaled $3,327,651, with $33,803,120 recognized for the nine months ended September 30, 2024[81]. - The Company has recognized $1,119,315 in compensation cost for Performance-Based RSUs for the three months ended September 30, 2024, with 3,532,446 shares issued and outstanding[78]. - As of September 30, 2024, there was $82,222,657 of unrecognized compensation cost related to Service-Based Restricted Stock and RSUs, to be expensed over an average of 9.0 years[78]. Capital Structure - The Company has 170,773,864 shares of common stock issued and outstanding as of September 30, 2024, with a total of 157,076,120 shares considered issued and outstanding for accounting purposes[82][83]. - The Company has authorized the issuance of up to 20,000,000 shares of preferred stock, with 2,500 shares of Series A Preferred Stock issued for gross proceeds of $2,000,000[85][86]. - The Series A Preferred Stock carries a cumulative dividend of 5% per annum, increasing by 2% each year it remains outstanding[87]. - The Company issued 600 shares of Series A-1 Preferred Stock for a gross purchase price of $6,000,000, with cumulative dividends capped at 15% per annum[94]. - The Series C Preferred Stock carries an annual 7.5% cumulative dividend, beginning on September 30, 2024, and ending on September 30, 2034[101]. - The Series C ranks subordinate to Series A and Series A-1 Preferred Stock and senior to common stock in liquidation priority[102]. - The Series A has an initial conversion price of $4.00 per share, subject to standard antidilution adjustments[93]. - The Company recorded the issuance of Series B shares at a fair value of $3,613,000, classified as permanent equity[95]. Debt and Financing - The Company entered into a Loan Agreement for an unsecured line of credit of up to $36,000,000, with $1,000,000 drawn as of September 30, 2024, leaving $33,000,000 available[66]. - The Company incurred $2,000,000 in fees to the Sponsor for advisory services, with $250,000 payable in cash and the remainder settled with shares of common stock[112]. - As of September 30, 2024, the Company had approximately $2.6 million remaining on its balance sheet related to Assumed Liabilities[96]. Fair Value Measurements - As of September 30, 2024, the fair value of the convertible promissory notes prior to the Merger was $0, with a balance of $94,932,000 at January 1, 2024, and a change in fair value of $(48,468,678)[44]. - The fair value of the Series A Preferred Stock was determined using a Monte Carlo Simulation, with key inputs including volatility between 75% to 85% and a risk-free interest rate between 4.3% and 5.3%[50]. - The Company’s embedded and freestanding purchase options were classified as liability-classified derivative instruments, measured at fair value, with changes recorded in the consolidated statements of operations[35]. - The fair value of private warrants decreased by $14,428 from the Closing Date to September 30, 2024, while the fair value of written call options decreased by $367,936 during the same period[48]. - The Company’s convertible promissory notes had an initial fair value of $39,297,000 at January 1, 2023, with a change in fair value of $49,122,865 by September 30, 2023[44]. Shareholder Equity and Options - The Company issued up to 24,500,000 Earnout Shares contingent on the stock price reaching specified thresholds of $15.00, $17.50, and $20.00 over a three-year period[61]. - The Company has a purchase option for the Lender to buy up to $14,000,000 of shares at 70% of the Trailing VWAP, exercisable once the Trailing VWAP reaches $10.00 per share[67]. - As of September 30, 2024, the Company had 17,249,978 public warrants outstanding, with an exercise price of $11.50 per share[107]. - As of September 30, 2024, the Company had 2,509,295 outstanding restricted stock units[120]. Operational Overview - The Company’s operations are managed in one segment, with no significant concentrations of credit risk identified in cash holdings[37][36]. - The Company adopted ASU 2020-06 effective January 1, 2024, which simplifies accounting for convertible instruments without impacting its consolidated financial statements[53]. - The Company repurchased all issued Series B Preferred Stock during the three months ended June 30, 2024, in exchange for the Sponsor being released from their obligation to repay $3,613,000 in assumed liabilities[60].

Financial Instruments and Liabilities - The Company reported a balance of $94,932,000 in convertible promissory notes as of January 1, 2024, which decreased to $0 by June 30, 2024, due to derecognition upon conversion[27]. - The fair value of the Company's private warrants decreased from an initial value of $29,000 to $22,185 by June 30, 2024, reflecting a change in fair value of $(6,815)[29]. - The Company reported a change in fair value of convertible promissory notes of $(48,468,678) during the first half of 2024[27]. - The Company’s fair value measurements for derivative warrant liabilities and written call option derivative liabilities were both classified as Level 3 inputs, totaling $22,185 and $213,214 respectively[31]. - The Company adopted ASU 2020-06 effective January 1, 2024, which simplifies the accounting for convertible instruments without impacting its consolidated financial statements[33]. - The Series A Preferred Stock has a conversion price of $4.00 per share, subject to standard antidilution adjustments[56]. - Convertible promissory notes were valued using the Probability Weighted Expected Return Method, with significant assumptions including volatility and discount rate[134]. Mergers and Acquisitions - Total net liabilities acquired in the Merger amounted to $(2,654,653), with total transaction costs incurred of $7,728,681[36]. - The Company assumed $3,613,000 in liabilities from the Merger, issuing Series B Preferred Stock to the Sponsor, which was later repurchased[38]. - The Series B Preferred Stock was repurchased in June 2024, resulting in no shares of Series B outstanding as of June 30, 2024[59]. - The company completed a merger on February 14, 2024, resulting in the renaming to Tevogen Bio Holdings Inc., with the merger accounted for as a reverse recapitalization[79]. - The company incurred $2,000,000 in fees to the Sponsor for advisory services related to the merger, with $250,000 payable in cash[62]. - Merger transaction costs recognized as period expenses for the six months ended June 30, 2024, were $7.5 million, exceeding the cash received from the merger[109]. Financing Activities - The Company entered into a Loan Agreement providing for an unsecured line of credit facility for term loans of up to $36,000,000, with a freestanding purchase option valued at $14,000,000[32]. - The Company entered into a Loan Agreement for an unsecured line of credit of up to $36,000,000, allowing monthly draws of up to $1,000,000 over 36 months[42]. - The Loan Agreement includes a purchase option for the Lender to buy up to $14,000,000 of shares at 70% of the Trailing VWAP, exercisable when the Trailing VWAP reaches $10.00[43]. - A Loan Agreement was entered into on June 6, 2024, providing for an unsecured line of credit facility of up to $36.0 million, with a contingent option for the lender to purchase at least $14.0 million of common stock in a future private placement[84]. - The company drew $500,000 under its unsecured line of credit facility in July 2024, followed by an additional $500,000 in August 2024[70]. - The company has raised a total of $24.0 million from convertible promissory notes and $2.0 million from Series A Preferred Stock since January 2021[111]. - The company plans to evaluate various strategies for obtaining additional funding, including private placements and public offerings[123]. Stock and Shareholder Information - As of June 30, 2024, the Company had 168,826,402 shares of common stock issued and outstanding, with a total of 154,939,826 shares considered issued and outstanding for accounting purposes[52]. - The Company authorized and issued 2,500 shares of Series A Preferred Stock for gross proceeds of $2.0 million, with a cumulative dividend rate of 5% per annum[53]. - The Company has authorized a total of 40,000,000 shares under the 2024 Omnibus Incentive Plan, with 20,651,046 shares remaining available for grant as of June 30, 2024[48]. - As of June 30, 2024, the company had 17,249,978 public warrants and 725,000 private placement warrants outstanding[68]. - The Company may issue up to 24,500,000 Earnout Shares if the volume-weighted average price (VWAP) of its common stock reaches specified thresholds over three years[37]. - Earnout Shares for former holders of Tevogen Bio common stock are structured in three tranches of 6,666,667 shares each, contingent on VWAP reaching $15.00, $17.50, and $20.00[39]. - The company entered into an agreement to issue 600 shares of Series A-1 Preferred Stock for a gross purchase price of $6,000,000, with a cumulative dividend cap of 15% per annum[57]. Financial Performance - For the three months ended June 30, 2024, the net loss was $9,663,447 compared to a net loss of $22,184,353 for the same period in 2023, indicating a 56.4% improvement year-over-year[65]. - The net income attributable to common stockholders for the six months ended June 30, 2024, was $5,044,907, a significant recovery from a net loss of $52,940,497 in the same period of 2023[65]. - The company reported a basic net loss per share attributable to common stockholders of $(0.04) for the three months ended June 30, 2024[66]. - The net loss for the three months ended June 30, 2024, was $9.7 million, compared to a net loss of $22.2 million for the same period in 2023[99]. - For the six months ended June 30, 2024, research and development expenses reached $24.9 million, a substantial increase from $2.4 million in the same period of 2023[106]. - General and administrative expenses for the six months ended June 30, 2024, were $13.2 million, compared to $2.1 million for the same period in 2023, largely due to stock-based compensation and increased legal fees[107]. - The total operating expenses for the six months ended June 30, 2024, amounted to $38.1 million, compared to $4.5 million in the same period of 2023[105]. Research and Development - The company has ongoing development plans for product candidates, including TVGN 489 for COVID-19 and Long COVID, leveraging its ExacTcell platform[71]. - The first clinical product, TVGN 489, aims to address COVID-19 therapeutics for immunocompromised and high-risk elderly patients, with a Phase 1 trial completed in January 2023 showing no dose-limiting toxicities[78]. - The company plans to launch a pivotal trial of TVGN 489 in COVID-19 patients with B cell malignancies, with further studies in other vulnerable populations to follow[78]. - The company expects significant increases in research and development expenses as it expands its clinical trials and manufacturing capabilities[89]. - Research and development expenses for the three months ended June 30, 2024, were $4.1 million, a significant increase from $1.0 million in the same period of 2023, primarily due to stock-based compensation expenses[100]. - Clinical trial and manufacturing costs are recognized based on vendor progress, with payments varying significantly from service performance periods[129]. - No material adjustments have been made to prior estimates of accrued research and development expenses, but future changes may occur as new information arises[130]. Cash Flow and Capital Requirements - As of June 30, 2024, the accumulated deficit was $98.1 million, with cash reserves of $1.1 million[82]. - The company incurred a net cash outflow of $5.1 million from operating activities for the six months ended June 30, 2024, compared to a net cash outflow of $4.4 million for the same period in 2023[113][114]. - The company received $5.2 million in net cash from financing activities during the six months ended June 30, 2024, compared to $2.5 million in the same period in 2023[115]. - The company anticipates that its future capital requirements will depend on the progress and costs of clinical trials and regulatory reviews[121]. - The company has not yet commercialized any products or generated revenue from product sales[111]. - The company expects to incur significant expenses related to ongoing clinical trials and commercialization efforts for product candidates, particularly TVGN 489[119]. - As of June 30, 2024, the company had contractual obligations totaling $391,067, with $146,621 due within one year[124].

Financial Performance - For the three months ended March 31, 2024, the Company reported a net income of $11,264,842 compared to a net loss of $30,756,144 for the same period in 2023[87]. - Net income attributable to common stockholders for Q1 2024 was $10,506,866, while the basic net income per share was $0.08[87]. - The weighted average common stock outstanding increased to 137,333,802 in Q1 2024 from 119,999,989 in Q1 2023[87]. Merger and Acquisition Details - The Company reported a total net liabilities acquired in the Merger of $2,883,981, which includes transaction costs of $7,728,681[45]. - The Merger resulted in the issuance of 164,614,418 shares of the Company's common stock immediately after the transaction[44]. - The company assumed notes payable of $1,651,000 from the Merger, which remain outstanding and are in default as of March 31, 2024[52]. - The Company incurred total transaction costs of $7,728,681 related to the Merger, with $229,328 charged directly to equity[45]. Stock and Compensation - The company recorded stock-based compensation expense of $26,333,249 for the three months ended March 31, 2024, with $19,735,896 allocated to research and development and $6,597,353 to general and administrative expenses[58]. - The company issued 19,348,954 restricted stock units (RSUs) under the 2024 Plan, with a fair value of $4.51 per share, totaling $87,263,783[56]. - The company has $86,164,020 of unrecognized compensation cost related to restricted stock, which will be expensed over a weighted average period of 9.9 years[57]. - The Company recognized a compensation cost of $25,233,487 for performance-based RSUs due to the achievement of the liquidity event performance condition[57]. - The Company recognized a compensation cost of $800,396 for 40,000 Performance-Based RSUs issued to the CEO's wife and 20,000 RSUs to a consulting firm controlled by the CFO's daughter[86]. Liabilities and Fair Value - As of March 31, 2024, total accrued expenses and other liabilities amounted to $1,564,834, an increase of 42.5% from $1,096,450 as of December 31, 2023[51]. - The fair value of the convertible promissory notes prior to the Merger was assessed using significant assumptions, including a volatility of 80% and a discount rate of 35% - 36%[36]. - The estimated fair value of Series A Preferred Stock was determined using a Monte Carlo simulation with volatility ranging from 75% to 85%[40]. - As of March 31, 2024, there are 17,975,000 warrants outstanding, with public warrants having an exercise price of $11.50 per share[79][80]. - Total potentially dilutive securities included 65,575,576 shares as of March 31, 2024[90]. Other Financial Information - The Company has the potential to issue up to 24,500,000 Earnout Shares if the volume-weighted average price of its common stock reaches specified thresholds over three years[46]. - The Series A Preferred Stock was issued for gross proceeds of $2.0 million at a price of $4,000 per share, with an expense of $799,990 recorded related to its issuance[65]. - The Series B Preferred Stock was issued in return for the assumption of $3,613,000 of liabilities, with an issuance date fair value of $3,613,000 recorded[72]. - The Company incurred $2,000,000 in fees to the Sponsor for advisory services, with $250,000 payable in cash and the remainder paid with 150,000 shares of common stock[83]. - As of March 31, 2024, the Sponsor owes the Company $158,819 for working capital expenses[84]. Regulatory and Reporting - The adoption of ASU 2020-06 did not impact the Company's consolidated financial statements and related disclosures[42]. - The Company operates in a single segment, with no significant concentrations of credit risk identified in its cash holdings[31][32]. - The Company has not identified any subsequent events requiring disclosure through May 28, 2024[90]. - The Company is classified as a smaller reporting company and is not required to provide additional market risk disclosures[157].

Business Combination and Corporate Identity - Tevogen Bio Holdings Inc. completed a business combination with Semper Paratus Acquisition Corporation on February 14, 2024, changing its name and trading symbol to "TVGN" on Nasdaq[13][14]. - The company completed a business combination with Tevogen Bio on February 14, 2024, changing its name to Tevogen Bio Holdings Inc. and its stock began trading on Nasdaq as "TVGN" and "TVGNW" on February 15, 2024[13][14]. Financial Status and Risks - The company has no products approved for commercial sale and has never generated revenue from product sales, indicating a significant financial risk[26]. - The company requires substantial additional financing to pursue its business objectives, raising concerns about its ability to continue as a going concern due to cash on hand[26]. - The company is highly dependent on its first product candidate, TVGN 489, for the treatment of COVID-19 and Long COVID, which is currently in clinical trials[21][26]. - The company anticipates substantial additional financing will be required to pursue its business objectives, highlighting potential liquidity concerns[26]. - The company is exposed to risks related to healthcare reform, which may negatively impact its ability to sell product candidates profitably[26]. - The company may encounter substantial penalties or fines if it fails to comply with applicable data protection and privacy laws, which could have a material impact on its business[26]. Product Development and Clinical Trials - Tevogen Bio is focused on developing its first product candidate, TVGN 489, for the treatment of COVID-19 and Long COVID, which is critical for its future revenue generation[21][26]. - TVGN 489 completed a Phase 1 proof-of-concept clinical trial for high-risk adult COVID-19 patients in January 2023, showing no dose-limiting toxicities and significant treatment-related adverse events[33]. - The trial demonstrated a rapid reduction in viral load, with no patients reporting progression of infection, reinfection, or Long COVID during the six-month follow-up[33]. - A pivotal trial for TVGN 489 in COVID-19 patients with B cell malignancies is expected to launch as soon as late 2024, with additional studies for other vulnerable populations to follow[33]. - The company plans to conduct a Long COVID genetic predisposition trial in early Q2 2024, aiming to expedite a treatment trial expected to launch in Q1 2025[42]. - The company plans to initiate pivotal trials for TVGN 489 as early as late 2024, targeting vulnerable populations with humoral immune suppression due to B cell malignancy[89]. - The primary endpoint for the upcoming pivotal trial is to reduce the risk of hospitalization, with secondary endpoints including viral load reduction and duration of hospitalization[89]. Regulatory Environment and Compliance - The FDA regulatory approval process for Tevogen Bio's product candidates is lengthy and complex, posing additional risks to commercialization[26]. - The regulatory approval process for product candidates is lengthy and complex, with potential delays and disruptions that could hinder development and commercialization[26]. - The company must navigate various preclinical and clinical regulatory obligations, including the completion of non-clinical laboratory tests and submission of an IND before clinical trials can begin[121][124]. - Clinical trials must adhere to Good Clinical Practices (GCP) and require approval from an independent institutional review board (IRB) before initiation[127][128]. - The FDA may impose clinical holds on trials, delaying or suspending investigations based on safety concerns[126]. - The company is focused on refining indications and endpoints for the Biologics License Application (BLA) during clinical development[134]. Technology and Innovation - The ExacTcell technology platform aims to produce off-the-shelf therapies for various diseases, including viral infections and cancers, with a focus on maximizing immunologic specificity[31][32]. - The ExacTcell platform allows for hundreds of doses per donor, facilitating rapid administration within hours of diagnosis, crucial for timely therapeutic intervention[55]. - The ExacTcell platform aims to produce a new class of drugs with higher target-specific CD8+ content and better-defined target specificity compared to existing therapies[44]. - The company is advancing a proprietary T cell receptor-engineered process (TCR-T) to potentially increase the number of doses produced from a single donor several-fold[57]. - The company is exploring artificial intelligence through its initiative Tevogen.ai to enhance drug development and optimize clinical trials, aiming to improve patient outcomes and reduce costs[101]. Market Competition and Strategy - The company faces significant competition in the biopharmaceutical industry, which could impact its market position and financial performance[29]. - The competitive landscape includes established companies with greater resources, highlighting the need for the company to effectively differentiate its products in terms of efficacy, safety, and convenience[103]. - The company is actively identifying market dynamics and unmet needs to inform the commercialization strategy for its product candidates, including potential collaborations with distribution partners[100]. Manufacturing and Operational Capabilities - The company is focused on developing manufacturing capabilities through acquisitions and collaborations, with a potential clinical manufacturing facility identified[42]. - The company is advancing manufacturing capabilities for clinical and commercial supply of cell therapy products, focusing on acquiring or constructing new facilities[99]. - The company has identified a potential clinical manufacturing facility for the production of its cell therapy products[42]. Intellectual Property - As of March 15, 2024, the U.S. intellectual property portfolio includes three issued patents related to TVGN 489 for COVID-19 treatment, with expiration dates through December 9, 2040[112][113]. - There are nine pending U.S. patent applications, including two for COVID-19 treatment and five for other viruses or cancer, with anticipated expiration dates through July 29, 2042[112]. - The company has filed patents for algorithms to predict immunologically active HLA-peptide complexes, enhancing the efficiency of peptide screening[101]. Employee and Corporate Culture - As of April 26, 2024, the company has 17 full-time employees, emphasizing a work culture based on four core values: Curiosity, Optimism, Respect, and Equality[116].

Financial Results - Tevogen Bio Holdings Inc. announced expected pro forma combined financial results for the year ended December 31, 2023, including results from its wholly owned subsidiary, Tevogen Bio Inc.[5] - The press release detailing the financial results was issued on April 26, 2024, and is attached as Exhibit 99.1[5] Company Classification - The company is classified as an emerging growth company under the Securities Act of 1933, indicating it may have certain reporting exemptions[4]

IPO and Trust Account - The Company completed its IPO on November 8, 2021, raising gross proceeds of $300,000,000 from the sale of 30,000,000 units at $10.00 per unit[130]. - Following the IPO, $351,900,000 was placed in a Trust Account, with a per-unit value of $10.20, to be invested in U.S. government securities until a Business Combination is completed[133]. - The Company plans to use substantially all funds in the Trust Account to complete its Business Combination and finance operations of the target business[151]. - The underwriter is entitled to a deferred underwriting commission of $14,700,000, which will be payable only upon the completion of a Business Combination[163]. Business Combination and Merger Agreement - On February 3, 2023, shareholders approved a Charter Amendment extending the deadline for completing a Business Combination to December 15, 2023, resulting in approximately $332 million being redeemed from the Trust Account[139]. - The Company entered into a Merger Agreement with Tevogen Bio on June 28, 2023, with a total Merger Consideration valued at $1,200,000,000[140][142]. - Holders of Tevogen Bio's securities may receive up to an additional 20,000,000 shares of Common Stock based on performance milestones related to the Company's stock price[142]. - The Merger Agreement includes customary closing conditions, including shareholder approvals and regulatory clearances[144]. - The Company must maintain at least $25,000,000 in cash and cash equivalents at closing, including funds from the Trust Account[145]. - The Company has 2,383,053 Public Shares outstanding following the redemptions[139]. - The Company intends to migrate from the Cayman Islands to Delaware prior to the closing of the Merger[141]. Financial Performance - As of September 30, 2023, the Company reported a net income of $761,598, impacted by an unrealized gain on investments held in the Trust Account of $2,417,061[149]. - For the nine months ended September 30, 2023, net cash used in operating activities was $682,640, compared to $201,534 for the same period in 2022[149][150]. - The Company had a net loss of $278,746 for the three months ended September 30, 2023, consisting of $605,971 in general and administrative expenses[155]. - The Company had no borrowings under Working Capital Loans as of September 30, 2023[152]. - The Company has no long-term debt or off-balance sheet arrangements as of September 30, 2023[160][161]. Compliance and Internal Controls - The Company regained compliance with Nasdaq's Market Value of Listed Securities requirement of $50,000,000 on September 28, 2023[148]. - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the company's disclosure controls and procedures as of September 30, 2023, and concluded that they were effective[176]. - There were no changes in the internal control over financial reporting during the most recently completed fiscal quarter that materially affected or are likely to materially affect the internal control over financial reporting[177]. Accounting Standards and Regulations - The Company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[171]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[165]. - The Company has broad discretion in applying the net proceeds from the IPO towards consummating a Business Combination[136].

IPO and Trust Account - The Company completed its IPO on November 8, 2021, raising gross proceeds of $300,000,000 from the sale of 30,000,000 units at $10.00 per unit[130]. - Following the IPO, $351,900,000 was placed in a Trust Account, which will be invested in U.S. government securities until the completion of a Business Combination[134]. - On February 3, 2023, shareholders approved a Charter Amendment extending the deadline for completing a Business Combination to December 15, 2023, resulting in approximately $332 million being redeemed from the Trust Account[137]. - The Company plans to utilize funds in the Trust Account for completing a Business Combination and financing operations of the target business[148]. Merger Agreement - The Company entered into a Merger Agreement on June 28, 2023, to merge with Tevogen Bio, with a total Merger Consideration valued at $1,200,000,000[138][140]. - Holders of Tevogen Bio's securities may receive up to an additional 20,000,000 shares of Common Stock based on performance milestones related to the Company's stock price[140]. - The Merger Agreement includes customary conditions, such as shareholder approvals and regulatory clearances, to be satisfied before closing[141]. - The Company must maintain at least $25,000,000 in cash and cash equivalents at closing, including funds from the Trust Account[142]. - The Company plans to migrate from the Cayman Islands to Delaware as part of the Merger process[139]. - A fee reduction agreement was entered into on June 28, 2023, resulting in a reduced deferred fee of $5,000,000 payable upon the closing of the transaction with Tevogen Bio Inc.[159]. Financial Performance - As of June 30, 2023, the Company reported a net income of $1,040,344, influenced by an unrealized gain on investments of $2,082,586[146]. - For the six months ended June 30, 2023, net cash used in operating activities was $474,176, compared to $158,936 for the same period in 2022[146][147]. - The Company had a net loss of $195,056 for the three months ended June 30, 2023, primarily due to general and administrative expenses of $526,580[152]. - The Company had no long-term debt or capital lease obligations as of June 30, 2023, and deferred underwriting commissions totaled $14,700,000[158]. Compliance and Reporting - The Company received a notice from Nasdaq on April 4, 2023, indicating non-compliance with a Market Value of Listed Securities of $50,000,000, with a compliance deadline of October 2, 2023[145]. - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of June 30, 2023[170]. - There have been no changes in internal control over financial reporting that materially affected the company's financial reporting during the most recently completed fiscal quarter[171]. - The Company is evaluating the benefits of relying on reduced reporting requirements under the JOBS Act as an "emerging growth company"[160][161]. Operational Status - The Company has incurred significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a Business Combination[129]. - The Company has not commenced any operations as of June 30, 2023, and will not generate operating revenues until after completing a Business Combination[151]. - As of June 30, 2023, the Company was not subject to any market or interest rate risk, with investments in U.S. government treasury bills[167].

Financial Performance - As of March 31, 2023, the company reported a net income of $1,235,400, driven by an unrealized gain on investments held in the Trust Account of $1,780,062[125] - For the three months ended March 31, 2022, the company experienced a net loss of $25,988, with general and administrative expenses amounting to $282,879[126] IPO and Fundraising - The company completed its IPO on November 8, 2021, raising gross proceeds of $300,000,000 from the sale of 30,000,000 units at $10.00 per unit[127] - An additional $45,000,000 was raised through the exercise of the underwriter's overallotment option, with $2,700,000 in underwriting fees deferred until the completion of a Business Combination[129] Trust Account and Investments - As of March 31, 2023, the company had placed $351,900,000 in a Trust Account, which will be invested in U.S. government securities until a Business Combination is completed[130] - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[133] Debt and Financial Obligations - The company had no borrowings under Working Capital Loans as of March 31, 2023, and does not anticipate needing to raise additional funds for operating expenditures[134] - The company has no long-term debt or capital lease obligations, with deferred underwriting commissions totaling $14,700,000 contingent upon the completion of a Business Combination[139] - The company does not have any off-balance sheet arrangements as of March 31, 2023[138] Internal Controls and Accounting Standards - The company adopted ASU 2016-13 on January 1, 2023, which did not have a material impact on its financial statements[147] - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the company's disclosure controls and procedures as of March 31, 2023, concluding they were effective[152] - There were no changes in the internal control over financial reporting during the most recently completed fiscal quarter that materially affected the internal control[153]

IPO and Trust Account - The company completed its initial public offering on November 8, 2021, raising gross proceeds of $345 million from the sale of 34,500,000 units at $10.00 per unit[19]. - A total of $351.9 million was placed in a trust account, which includes proceeds from the initial public offering and a portion of private placement units[21]. - As of March 15, 2023, approximately $25 million remained in the trust account after shareholders redeemed 32,116,947 public shares for approximately $333 million[26]. - The company has approximately $333 million removed from its trust account to pay shareholders who redeemed their shares[55]. - The trust account is initially anticipated to hold $10.20 per public share for redemption upon completion of the initial business combination[83]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001[84]. - If the initial business combination is not completed, public shareholders will receive a redemption amount of $10.20 per share, subject to creditor claims[106]. - Public shareholders are entitled to receive funds from the trust account only if the initial business combination is not completed by December 15, 2023, or during any Extension Period[114]. - The company plans to fund dissolution costs from $129,186 in cash held outside the trust account and up to $100,000 from the trust account[105]. - The company has access to up to $129,186 following its initial public offering and the sale of placement units to cover potential claims, with estimated liquidation costs not exceeding $100,000[112]. Business Combination Strategy - The company is focusing on acquisition opportunities in the transportation, supply chain, and logistics industry, which is projected to grow at a 4.7% compound annual growth rate from 2020 to 2024[28]. - The company aims to identify targets with scalable business models that can produce attractive financial returns and benefit from public market access[36]. - The company has extended the deadline for its initial business combination from February 8, 2023, to December 15, 2023, to allow more time for identifying suitable targets[25]. - The company may structure its initial business combination to acquire less than 100% of the target business, provided it maintains a controlling interest of at least 50%[44]. - The company intends to target larger businesses than it could acquire with the proceeds from its initial public offering[59]. - The company may engage professional firms for acquisition opportunities in the future, potentially incurring finder's fees[63]. - The company will seek an independent opinion for any business combination with an affiliated company to ensure fairness[65]. - The management team is committed to a partnership approach, leveraging industry knowledge and operational strategies to drive growth in acquired companies[36]. Financial Performance and Risks - As of December 31, 2022, the company reported a net income of $4,408,361, primarily due to an unrealized gain on investments held in the Trust Account of $4,948,194[146]. - The company has not yet generated any revenue, which poses a risk in selecting a suitable business target for acquisition[126]. - The company may face intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses due to available financial resources[116]. - The company has not yet secured third-party financing for its initial business combination, which may affect its options[55]. - The company has not verified whether its sponsor has sufficient funds to meet indemnity obligations, which could impact shareholder claims[110]. - If the trust account proceeds fall below $10.20 per public share, the company cannot assure shareholders that they will receive that amount upon redemption[111]. Corporate Governance and Management - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[50]. - The company intends to remain a smaller reporting company until certain market value or revenue thresholds are met, which may affect its disclosure obligations[125]. - The board of directors is divided into three classes, with each class serving a three-year term, and the first class's term will expire at the first annual general meeting[195]. - The audit committee consists of three independent members: Parizad Olver Parchi, Paul P. Jebely, and Brad Stewart, with Parchi serving as chairman[203]. - The compensation committee is composed of independent directors Parizad Olver Parchi and Paul P. Jebely, with Jebely as chairman[209]. - Each independent director has been determined to meet the Nasdaq's independence standards[200]. - The company has not established specific minimum qualifications for directors but considers management experience and integrity in evaluations[208]. - The management team may receive consulting or management fees from the combined company after the initial business combination[217]. - Compensation for officers will be determined by a compensation committee of independent directors or a majority of independent directors on the board[217]. Financial Controls and Reporting - The company maintains effective internal control over financial reporting as of December 31, 2022, as assessed by management[173]. - The Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2022[170]. - Management assessed the effectiveness of internal control over financial reporting using COSO criteria and determined it was effective as of December 31, 2022[172]. - There were no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected the controls[174]. - The company recognizes changes in redemption value of ordinary shares subject to possible redemption immediately as they occur, adjusting the carrying value to equal the redemption value at the end of each reporting period[164]. - The company’s ordinary shares subject to possible redemption are classified as temporary equity due to certain redemption rights considered outside of its control[164]. - The company has identified critical accounting policies related to warrant liabilities, which are recorded as liabilities and measured at fair value[163]. - Management does not believe that any recently issued accounting standards would have a material effect on financial statements[165].