Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Interim%20Financial%20Statements%20(unaudited)) The **unaudited** condensed consolidated financial statements for the period ended **June 30, 2023**, show Semper Paratus Acquisition Corporation as a pre-business combination **SPAC**, with significant share redemptions reducing **Trust Account** assets from **\$356.9 million** to **\$25.7 million**, leading to a **working capital deficit** and **going concern** risk due to the **December 15, 2023**, deadline to complete a **merger agreement** with **Tevogen Bio Inc** [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of **June 30, 2023**, **total assets** were **\$26.4 million**, a sharp decrease from **\$357.1 million** at year-end **2022**, primarily due to a reduction in **cash and marketable securities** held in the **Trust Account** from **\$356.9 million** to **\$25.7 million** following significant shareholder **redemptions**, resulting in a **working capital deficit** of **\$821,285** and a **total shareholders' deficit** of **\$15.6 million** | | June 30, 2023 (Unaudited, USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | **\$556,010** | **\$129,186** | | Cash and marketable securities held in Trust Account | **\$25,675,938** | **\$356,864,000** | | **Total Assets** | **\$26,375,265** | **\$357,138,356** | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | **\$1,520,612** | **\$350,454** | | Total liabilities | **\$16,249,612** | **\$15,057,704** | | Class A ordinary shares subject to possible redemption | **\$25,675,938** | **\$356,864,000** | | Total shareholders' deficit | (**\$15,550,285**) | (**\$14,783,348**) | | **Total Liabilities, Redeemable Shares and Shareholders' Deficit** | **\$26,375,265** | **\$357,138,356** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the **six months** ended **June 30, 2023**, the company reported a **net income** of **\$1.04 million**, compared to **\$181,010** for the same period in **2022**, primarily driven by a **\$2.08 million** **unrealized gain** on investments held in the **Trust Account**, which offset **\$1.02 million** in **general and administrative expenses**, while the **three months** ended **June 30, 2023**, resulted in a **net loss** of **\$195,056** | | Three Months Ended June 30, 2023 (USD) | Six Months Ended June 30, 2023 (USD) | | :--- | :--- | :--- | | General and administrative expenses | **\$526,580** | **\$1,020,492** | | Unrealized gain on investments held in Trust Account | **\$302,524** | **\$2,082,586** | | Change in fair value of warrants | **\$29,000** | (**\$21,750**) | | **Net (Loss) Income** | (**\$195,056**) | **\$1,040,344** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the **six months** ended **June 30, 2023**, **net cash used in operating activities** was **\$474,176**, with a significant **cash inflow** of **\$333.3 million** from **investing activities** due to withdrawing cash from the **Trust Account** for **redemptions**, almost entirely offset by a **cash outflow** of **\$332.4 million** for **financing activities** due to the **redemption** of ordinary **shares**, ending the period with **\$556,010** in cash | | For the Six Months Ended June 30, 2023 (USD) | | :--- | :--- | | Net cash used in operating activities | (**\$474,176**) | | Net cash flows provided by investing activities | **\$333,270,649** | | Net cash flows used in financing activities | (**\$332,369,649**) | | **Net Change in Cash** | **\$426,824** | | **Cash, End of Period** | **\$556,010** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's status as a **SPAC** with a **business combination deadline** of **December 15, 2023**, highlighting a **charter amendment** that led to **redemptions** of approximately **32.1 million shares** and reduced the **Trust Account** to approximately **\$25 million**, the acquisition of **controlling stake** by **SSVK Associates, LLC** in **May 2023**, and the **merger agreement** with **Tevogen Bio** signed on **June 28, 2023**, which raises **substantial doubt** about the company's **going concern** if not completed - On **June 28, 2023**, the Company entered into a **merger agreement** with **Tevogen Bio Inc**. The transaction values **Tevogen Bio** at **\$1.2 billion**, with **Tevogen Bio** shareholders eligible for an additional **20 million** **earnout shares** based on future stock performance[45](index=45&type=chunk)[47](index=47&type=chunk) - In **February 2023**, shareholders approved extending the **business combination deadline** to **December 15, 2023**. In connection, shareholders redeemed **32,116,947** **shares**, causing approximately **\$332 million** to be removed from the **Trust Account**, leaving a balance of about **\$25 million**[37](index=37&type=chunk) - Management has determined that the mandatory **liquidation** if a **business combination** is not completed by **December 15, 2023**, raises **substantial doubt** about the Company's ability to continue as a **going concern**[56](index=56&type=chunk) - On **May 4, 2023**, **SSVK Associates, LLC** (the "**Sponsor**") entered an agreement to purchase a **controlling stake** from the original **sponsor**, including **7,988,889** **Class A ordinary shares** and **1,000,000** **private placement units**, for **\$1.00**, payable upon the initial **business combination**[26](index=26&type=chunk)[87](index=87&type=chunk) [Management's Discussion and Analysis (MD&A)](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The **MD&A** section outlines the company's status as a **SPAC**, its financial condition, and results of operations, detailing the proposed **business combination** with **Tevogen Bio** announced on **June 28, 2023**, characterized by non-operating income from its **Trust Account**, with a key focus on **liquidity**, a **working capital deficit**, reliance on **sponsor** loans to fund operations until a **business combination** is completed, and a **December 15, 2023**, deadline for completing a transaction, after which the company will be **forced to liquidate** [Overview and Proposed Business Combination](index=25&type=section&id=MD%26A%20Overview%20and%20Proposed%20Business%20Combination) The company is a **SPAC** formed to effect a **business combination**, with shareholders approving an extension of the **combination deadline** to **December 15, 2023**, in **February 2023**, leading to **redemptions** that reduced the **Trust Account** to approximately **\$25 million**, and on **June 28, 2023**, the company entered into a definitive **merger agreement** with **Tevogen Bio**, involving a **share exchange** valuing **Tevogen Bio** at **\$1.2 billion**, with additional **earnout shares** contingent on post-merger stock performance - On **February 3, 2023**, shareholders approved extending the **business combination deadline** to **December 15, 2023**. This led to the **redemption** of approximately **32.1 million shares**, with approximately **\$332 million** removed from the **Trust Account**, leaving approximately **\$25 million**[137](index=137&type=chunk) - The company entered into a **merger agreement** with **Tevogen Bio** on **June 28, 2023**. **Tevogen Bio** shareholders will receive **shares** equivalent to a **\$1.2 billion** valuation, plus up to **20 million** **earnout shares**[138](index=138&type=chunk)[140](index=140&type=chunk) [Results of Operations](index=28&type=section&id=MD%26A%20Results%20of%20Operations) The company has not generated any **operating revenue**, reporting a **net income** of **\$1,040,344** for the **six months** ended **June 30, 2023**, primarily from a **\$2,082,586** **unrealized gain** on investments in the **Trust Account**, which more than offset **\$1,020,492** in **general and administrative expenses**, compared to a **net income** of **\$181,010** for the same period in **2022** | Period | Net (Loss) Income (USD) | Key Drivers | | :--- | :--- | :--- | | **Three Months Ended June 30, 2023** | (**\$195,056**) | **\$526,580** G&A expense, offset by **\$302,524** **unrealized gain** on trust investments | | **Six Months Ended June 30, 2023** | **\$1,040,344** | **\$1,020,492** G&A expense, offset by **\$2,082,586** **unrealized gain** on trust investments | | **Three Months Ended June 30, 2022** | **\$206,998** | **\$258,585** G&A expense, offset by **\$327,833** **unrealized gain** and **\$137,750** **warrant value change** | | **Six Months Ended June 30, 2022** | **\$181,010** | **\$541,464** G&A expense, offset by **\$468,724** **unrealized gain** and **\$253,750** **warrant value change** | [Liquidity and Capital Resources](index=27&type=section&id=MD%26A%20Liquidity%20and%20Capital%20Resources) As of **June 30, 2023**, the company had **\$556,010** in cash and a **working capital deficit** of **\$821,285**, with operations funded by **Working Capital Loans** from its **Sponsor**, as the company will not access the **Trust Account** until a **business combination** is complete, and management has expressed **substantial doubt** about the company's ability to continue as a **going concern** if a **business combination** is not consummated by the **December 15, 2023**, deadline - The company has a **working capital deficit** and relies on **Working Capital Loans** from its **Sponsor** or affiliates to finance transaction costs and operational expenses[53](index=53&type=chunk)[54](index=54&type=chunk)[149](index=149&type=chunk) - If a **Business Combination** is not completed by **December 15, 2023**, the company will be **forced to cease operations** and **liquidate**, which raises **substantial doubt** about its ability to continue as a **going concern**[56](index=56&type=chunk)[136](index=136&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company states that it is not subject to any **material market or interest rate risk**, as funds held in the **Trust Account** are invested in **short-term U.S. government treasury bills** with maturities of **180 days** or less or in **money market funds**, which minimizes exposure to **interest rate fluctuations** - The company's funds held in the **Trust Account** are invested in **short-term U.S. government treasury obligations**, leading to the belief that there is no **material exposure** to **interest rate risk**[167](index=167&type=chunk) [Controls and Procedures](index=31&type=section&id=Item%204.%20Control%20and%20Procedures) As of **June 30, 2023**, the company's management, including the **CEO** and **CFO**, conducted an evaluation of its **disclosure controls and procedures**, concluding that these controls were **effective**, with no **material changes** in the company's **internal control over financial reporting** during the quarter - 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](index=170&type=chunk) - There were no **changes** in **internal control over financial reporting** during the most recent fiscal quarter that **materially affected**, or are **reasonably likely** to **materially affect**, **internal controls**[171](index=171&type=chunk) Other Information [Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that, to the knowledge of its management, there is no current or contemplated **litigation** against the company, its **officers**, or **directors** - There is no **litigation currently pending or contemplated** against the company or its **officers and directors**[174](index=174&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) This section highlights key risks facing the company, primarily the uncertainty surrounding the **consummation** of the announced **business combination** with **Tevogen Bio**, especially given the **December 15, 2023**, **liquidation deadline**, along with potential **adverse effects** from **Proposed SEC rules** targeting **SPACs** (the "**2022 Proposed Rules**") and the risk of being classified as an "**investment company**" under the **Investment Company Act**, which would impose restrictive and **burdensome compliance requirements** - There is **no assurance** that the **proposed business combination** with **Tevogen Bio** will be **consummated**. The company has until **December 15, 2023**, to complete a transaction or it will be **forced to liquidate**[176](index=176&type=chunk)[179](index=179&type=chunk) - **Proposed SEC rules** from **March 2022** regarding **SPACs** could **adversely affect** the company's ability to complete its **business combination** and may **increase associated costs and time**[182](index=182&type=chunk) - There is a risk of being **deemed an investment company** under the **Investment Company Act**, which would **restrict activities** and impose **burdensome compliance requirements**, potentially **hindering the completion** of a **business combination**[183](index=183&type=chunk)[188](index=188&type=chunk) [Other Information (Items 2, 3, 4, 5)](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no **unregistered sales of equity securities**, no **defaults upon senior securities**, no applicable **mine safety disclosures**, and no other information required to be disclosed under Item 5 for the reporting period - The company reported "**None**" for **Unregistered Sales of Equity Securities and Use of Proceeds**, **Defaults Upon Senior Securities**, and **Other Information**. **Mine Safety Disclosures** were "**Not applicable**"[189](index=189&type=chunk)[190](index=190&type=chunk)[191](index=191&type=chunk)[192](index=192&type=chunk) [Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists the **Exhibits** filed with the **Form 10-Q**, including the **Business Combination Agreement** with **Tevogen Bio**, a **Purchase Agreement** detailing the change in **sponsorship**, **Subscription Agreements** related to financing, a **Fee Reduction Agreement** with the underwriter, and **officer certifications** - **Key exhibits** filed with the report include the **Business Combination Agreement** with **Tevogen Bio**, the **Purchase Agreement** with the **new sponsor**, and a **Fee Reduction Agreement** with **Cantor Fitzgerald & Co**[195](index=195&type=chunk)

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].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41002 SEMPER PARATUS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islan ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 SEMPER PARATUS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 767 Third Avenue, 38th Floor For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURS ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41002 SEMPER PARATUS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N ...

Table of Contents For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41002 Semper Paratus Acquisition Corporation | (Exact name of registrant as specified in its charter) | | | | --- | --- | --- | | Cayman Islands | | N/A | | (State or other jurisdiction of | | (I.R.S. Employer | | incorporation or organization) | | Identification Number) | | 767 Third Avenue, 38t ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41002 SEMPER PARATUS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islan ...