SEC Comment Letter 0000000000-23-012721 to Tevogen Inc. (TVGN)
Tevogen Inc.
Date: Nov. 20, 2023 · CIK: 0001860871 · Accession: 0000000000-23-012721
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41002
Letter
United States securities and exchange commission logo November 20, 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 Preliminary Proxy Statement on Schedule 14A Filed November 13, 2023 File No. 001-41002 Dear Surendra Ajjarapu: We have conducted a limited review of 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. Preliminary Proxy Statement on Schedule 14A filed on November 13, 2023 General 1.We note that you propose to extend your termination date to December 15, 2024, a date which is 37 months from your initial public offering, and that your units, public shares and public warrants are currently listed on Nasdaq. Section IM-5101-2 of the Nasdaq Listing Rules requires that a business combination be completed within 36 months of the effectiveness of the initial public offering registration statement. Please revise your disclosure to explain that your proposed termination date does not comply with this rule and disclose the risks associated with non-compliance, including that your securities may be subject to suspension and delisting from Nasdaq. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameSurendra Ajjarapu Comapany NameSemper Paratus Acquisition Corporation November 20, 2023 Page 2 FirstName LastName Surendra Ajjarapu Semper Paratus Acquisition Corporation November 20, 2023 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Cindy Polynice at 202-551-8707 or Tim Buchmiller at 202-551-3635 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Andrew M. Tucker, Esq.
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United States securities and exchange commission logo
November 20, 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
Preliminary Proxy Statement on Schedule 14A
Filed November 13, 2023
File No. 001-41002
Dear Surendra Ajjarapu:
We have conducted a limited review of 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.
Preliminary Proxy Statement on Schedule 14A filed on November 13, 2023
General
1.We note that you propose to extend your termination date to December 15, 2024, a date
which is 37 months from your initial public offering, and that your units, public shares and
public warrants are currently listed on Nasdaq. Section IM-5101-2 of the Nasdaq Listing
Rules requires that a business combination be completed within 36 months of the
effectiveness of the initial public offering registration statement. Please revise your
disclosure to explain that your proposed termination date does not comply with this rule
and disclose the risks associated with non-compliance, including that your securities may
be subject to suspension and delisting from Nasdaq.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameSurendra Ajjarapu
Comapany NameSemper Paratus Acquisition Corporation
November 20, 2023 Page 2
FirstName LastName
Surendra Ajjarapu
Semper Paratus Acquisition Corporation
November 20, 2023
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Cindy Polynice at 202-551-8707 or Tim Buchmiller at 202-551-3635 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Andrew M. Tucker, Esq.