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October 11, 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
Registration Statement on Form S-4
Filed September 14, 2023
File No. 333-274519
Dear Surendra Ajjarapu:
            We have reviewed your 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.
Registration Statement on Form S-4 filed September 14, 2023
Cover Page
1.Please revise the heading on your cover page to also include the New Tevogen warrants
and the common stock underlying those warrants, including the volume information for
those securities.
2.Please revise your cover page to more clearly disclose the valuation assigned to Tevogen
for purposes of the Business Combination. Please also disclose the valuation assigned to
the earnout consideration that could become payable.
3.We note from your disclosure on page 299 that Dr. Saadi would own a majority of the
shares of the registrant after the completion of the Business Combination. Please advise
whether you will be a controlled company under the NYSE American rules upon the
completion of the Business Combination. If so, please include appropriate disclosure on
the cover page and in the summary section, and provide risk factor disclosure of this
status, and disclose the corporate governance exemptions available to a controlled

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company. To the extent you will be a controlled company, the cover page and summary
section disclosure should include the identity of your controlling stockholder, the amount
of voting power the controlling stockholder will own following the completion of the
Business Combination and whether you intend to rely on any exemptions from the
corporate governance requirements that are available to controlled companies.
What equity stake will current Semper Paratus shareholders and current equityholders of
Tevogen hold in New Tevogen...?, page 15
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. Provide disclosure of the impact of each significant source of
dilution, including the warrants retained by redeeming shareholders, at each of the
redemption levels detailed in your sensitivity analysis, including any needed assumptions.
Please also indicate if the restricted stock units being awarded to Dr. Saadi as disclosed in
the second bullet point on page 50 are included in the table. Quantify the value of
warrants, based on recent trading prices, that may be retained by redeeming shareholders
assuming maximum redemptions and identify any material results risks.
5.It appears from your disclosure on page 243 that the Reduced Deferred Fee payable to the
underwriters remains constant and is not adjusted based on redemptions. 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.
What happens if a substantial number of the public shareholders vote in favor of the Business
Combination Proposal...?, page 25
6.Please disclose how you calculated the amounts shown in the table for the "Total Shares
Outstanding Excluding Warrants" and the "Total Equity Value Post-Redemptions."
What interests do Semper Paratus' current officers and directors have in the Business
Combination?, page 31
7.Please expand the disclosure in the fourth bullet point to include the current value of any
loans extended, fee due and out-of-pocket expenses for which the sponsor and its affiliates
are awaiting reimbursement. Provide similar disclosure for the company’s officers and
directors, if material.
8.We note the disclosure under "Other Transactions by Certain Members of the Semper
Paratus Board and Officers" on page 236. Please revise this section to disclose all material
fiduciary or contractual obligations to other entities held by the sponsor and the
company’s officers and directors and clarify how the board considered those conflicts in
negotiating and recommending the business combination.
9.Your amended and restated memorandum and articles of association renounced the
corporate opportunities doctrine. Please address this potential conflict of interest and

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whether it impacted your search for an acquisition target.
Tevogen, page 35
10.The disclosure in the Summary should be a balanced presentation of Tevogen's business.
Please balance the current description with equally prominent disclosure of Tevogen's
status as a company with no approved products for commercial sale, a history of losses,
the challenges Tevogen faces, and the risks and limitations that could harm Tevogen's
business or inhibit its strategic plans.
Interests of Semper Paratus’ Directors and Executive Officers in the Business Combination, page
48
11.Please revise your disclosure in this section to clarify how the board considered these
interests in negotiating and recommending the business combination.
Background to the Business Combination, page 157
12.We note on page 157 that "representatives of Semper Paratus contacted and were
contacted by a number of individuals and entities" and that Semper's "management team
compiled a list of more than 84 high priority potential targets. . . ." Please revise your
disclosure to include a general description of the targets that Semper Paratus evaluated
and how those targets were narrowed to the pool of 6 targets that entered into non-
disclosure agreements. Please also clarify if those targets were in the biotechnology
sector.
13.We note on pages 158-159 that Semper Paratus first formulated a valuation of $1.08
billion for Tevogen, with Tevogen sending a valuation expectation of $1.8 billion on May
3, 2023. Then later, Semper Paratus formulated a revised valuation of $1.2 billion for
Tevogen, and determined to pay an additional amount on an earnout basis. Please revise
this section to disclose why Semper Paratus modified its valuation and how it factored the
valuation report into its analysis.
Opinion of Financial Advisor to Semper Paratus, page 161
14.Please revise to more clearly disclose how the valuation relied upon the assumptions
regarding the probability of successful FDA approval at various stages compared to
industry standards. Disclose the industry data Mentor relied upon related to FDA
approval, and identify the basis for any adjustments to or departures from industry
averages based on your specific fact pattern.
15.Revise to disclose, on a quantitative basis, the key assumptions that resulted in the “low”
value and “high” value under both the income approach and market approach. For
example, you disclosed on page 165 that by changing the assumptions for both growth
rate and discount rate in the DCF model, you were able to conclude on a “low” value and
a “high” value of equity for Tevogen.

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DCF Analysis, page 164
16.We note the disclosure that Mentor utilized a forecast of revenue and profitability for
Tevogen for its discounted cash flow analysis. Please disclose the financial projections
and discuss the material assumptions and limitations underlying the financial projections.
Refer to Item 4(b) of Form S-4 and Item 1015(b)(6) of Regulation M-A.
Advisory Charter Proposal H -- Exclusive Forum Provision, page 179
17.Please revise to disclose that the exclusive forum provision, if adopted, may result in
increased costs for stockholders to bring a claim.
U.S. Federal Income Tax Considerations, page 197
18.We note your disclosure that it is intended that the Domestication qualify as a
reorganization within the meaning of the Code.
•Please revise your disclosure to provide a firm opinion of counsel for each material
tax consequence, including but not limited to whether each of the Domestication and
the Business Combination will qualify as a reorganization under the Code, or to
disclose why such opinion cannot be given. If the opinion is subject to uncertainty,
please provide an opinion that reflects the degree of uncertainty (e.g., "should" or
"more likely than not") and explains the facts or circumstances giving rise to the
uncertainty. Please refer to Item 601(b)(8) of Regulation S-K and Section III.A. of
Staff Legal Bulletin 19, Legality and Tax Opinions in Registered Offerings.
•If you intend to file a short form tax opinion, please also clarify that the disclosure in
this section is the opinion of tax counsel and identify such counsel.
Unaudited Pro Forma Condensed Combined Financial Information
Note 1. Description of the Business Combination, page 215
19.You disclose that in connection with the business combination, convertible notes of
Semper Paratus and Tevogen will be converted in exchange for 1,651,000 shares
and 9,915,082 shares of New Tevogen Common Stock, respectively. Please revise here
and your financial statement disclosures, if needed, to clarify the terms of the convertible
notes that would lead to the issuance of these shares. In this regard, we also note you
disclosed on page F-66 an amendment to the Tevogen convertible notes dated September
12, 2023.
20.Your ownership structure table under Scenario 5 on page 217 assumes redemptions
totaling 100% of the outstanding public shares. However, the table includes 1,786,290
shares from Public Shareholders. Please revise or advise.
Minimum Cash Closing Condition and Proposed PIPE Investment, page 217
21.With regard to your inclusion of the proposed PIPE investment in all five pro forma
scenarios, please address the following:

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•Explain to us the reason for the inconsistency between the pro forma presentation and
the table for the percentage share ownership in New Tevogen presented on page 26
which does not include the proposed PIPE investment.
•You disclose on page iii that no substantive discussions regarding any additional
financial arrangements have occurred and the terms of any potential PIPE offering
are not known. Considering these factors, describe to us how management considers
the Proposed PIPE Investments as probable, as you disclose here.
•You also disclose on page ix that Semper Paratus would not need any of the public
shares to be voted in favor of the Business Combination Proposal in order for it to be
approved. Please revise to disclose whether Semper Paratus's Sponsor, officers and
directors will allow the Business Combination to close absent sufficient funding to
meet the Minimum Cash Condition.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30,
2023
Pro forma adjustments giving effect to the Business Combination and related transactions
Adjustment (a), page 219
22.You present here under adjustment (a) a full cash payment of the $14.7 million deferred
underwriter fees. You also disclose a fee reduction agreement entered into with Cantor on
June 28, 2023 on pages 243 and F-12. Please explain to us how you have considered and
reflected the impact of the fee reduction agreement within your historical and pro forma
financial statements. Revise if necessary.
Adjustment (f), page 220
23.Please revise to disclose the valuation techniques and inputs in the $204.9 million fair
value measurement of the Earnout Shares. Refer to ASC 820-10-50-2(bbb).
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 221
24.The five scenarios presented here for pro forma weighted average shares outstanding
include the public shares that were redeemed under the Extension Redemption in February
2023, which resulted in changes in your capitalization that appear to be material to
investors. Please tell us your consideration of presenting the redemption as a pro forma
adjustment to the weighted average shares outstanding and EPS. Revise if necessary. The
same comment applies to your interim June 30, 2023 weighted average shares and EPS as
disclosed in Note 5.
25.We note you disclose the outstanding public and private placement warrants as potentially
dilutive equity instruments. We also note you disclose the Earnout Shares throughout the
filing and, on page 50, the potential equity award to Dr. Saadi for up to 10% of the total

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outstanding shares of New Tevogen Common Stock, calculated on a fully diluted basis.
Please revise your disclosure here to include all potentially dilutive equity instruments or
tell us why such disclosure is not required. The same comment also applies to your
interim June 30, 2023 pro forma shares under Note 5.
Comparative Share Information, page 224
26.Please provide us your calculation of the historical net tangible book value per share as of
June 30, 2023 for both companies. As a related matter, please revise to include the
historical per share loss for Tevogen under the historical column within the respective pro
forma statements of operation at page 213 and 214.
Redemption of public shares and Liquidation if No Business Combination, page 227
27.Please explain your references in this section to $25.7 million of proceeds held outside the
Trust Account as of June 30, 2023 or revise your disclosure as appropriate.
Our Pipeline, page 246
28.The pipeline table should graphically demonstrate the current status of Tevogen's product
candidates as well as indicate the material stages Tevogen will need to complete prior
to receiving regulatory approval for it product candidates. In this regard, revise your
pipeline table here and throughout your filing to include columns for Phase 1, Phase 2 and
Phase 3 clinical trials and make those columns equal in width. Alternatively, if
appropriate, please revise to indicate what you mean by "Pivotal" and indicate that
Tevogen cannot be certain whether it will be permitted to move from a Phase 1 trial
directly to a pivotal trial until the FDA reviews and concurs with or rejects Tevogen's
proposed plans, and the FDA may require Tevogen to conduct further trials to generate
additional safety and efficacy data.
29.We note the disclosure that Tevogen completed a Phase 1 proof-of-concept trial of TVGN
489 for the treatment of ambulatory high-risk adult COVID-19 patients. Given this
disclosure, please explain why it appropriate to show that Tevogen has completed proof of
concept trials with respect to the four different Target Populations currently shown in the
table and revise the table as app