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Semper Paratus Acquisition (LGST) - 2023 Q2 - Quarterly Report
LGSTSemper Paratus Acquisition (LGST)2023-08-21 20:05

IPO and Trust Account - The Company completed its IPO on November 8, 2021, raising gross proceeds of 300,000,000fromthesaleof30,000,000unitsat300,000,000 from the sale of 30,000,000 units at 10.00 per unit[130]. - Following the IPO, 351,900,000wasplacedinaTrustAccount,whichwillbeinvestedinU.S.governmentsecuritiesuntilthecompletionofaBusinessCombination[134].−OnFebruary3,2023,shareholdersapprovedaCharterAmendmentextendingthedeadlineforcompletingaBusinessCombinationtoDecember15,2023,resultinginapproximately351,900,000 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].−HoldersofTevogenBio′ssecuritiesmayreceiveuptoanadditional20,000,000sharesofCommonStockbasedonperformancemilestonesrelatedtotheCompany′sstockprice[140].−TheMergerAgreementincludescustomaryconditions,suchasshareholderapprovalsandregulatoryclearances,tobesatisfiedbeforeclosing[141].−TheCompanymustmaintainatleast1,200,000,000[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 5,000,000payableupontheclosingofthetransactionwithTevogenBioInc.[159].FinancialPerformance−AsofJune30,2023,theCompanyreportedanetincomeof5,000,000 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].−ForthesixmonthsendedJune30,2023,netcashusedinoperatingactivitieswas2,082,586[146]. - For the six months ended June 30, 2023, net cash used in operating activities was 474,176, compared to 158,936forthesameperiodin2022[146][147].−TheCompanyhadanetlossof158,936 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].−TheCompanyhadnolong−termdebtorcapitalleaseobligationsasofJune30,2023,anddeferredunderwritingcommissionstotaled526,580[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].