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Semper Paratus Acquisition (LGST) - 2023 Q3 - Quarterly Report
LGSTSemper Paratus Acquisition (LGST)2023-11-13 22:14

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,withaper−unitvalueof351,900,000 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,whichwillbepayableonlyuponthecompletionofaBusinessCombination[163].BusinessCombinationandMergerAgreement−OnFebruary3,2023,shareholdersapprovedaCharterAmendmentextendingthedeadlineforcompletingaBusinessCombinationtoDecember15,2023,resultinginapproximately14,700,000, 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].−HoldersofTevogenBio′ssecuritiesmayreceiveuptoanadditional20,000,000sharesofCommonStockbasedonperformancemilestonesrelatedtotheCompany′sstockprice[142].−TheMergerAgreementincludescustomaryclosingconditions,includingshareholderapprovalsandregulatoryclearances[144].−TheCompanymustmaintainatleast1,200,000,000[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,impactedbyanunrealizedgainoninvestmentsheldintheTrustAccountof761,598, 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,comparedto682,640, compared to 201,534 for the same period in 2022[149][150]. - The Company had a net loss of 278,746forthethreemonthsendedSeptember30,2023,consistingof278,746 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].