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    NELSON
                                            MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS
    AND COUNSELORS AT LAW

    Andrew
                                            M. Tucker

    T:
    202.689.2987

    Andy.Tucker@nelsonmullins.com

    101
                                            Constitution Avenue, NW

    Suite
    900

    Washington
    D.C., 20001

    T:
    202.689.2800 F: 202.689.2860

    nelsonmullins.com

October
23, 2023

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
DC 20549

    Attention:
    Li
    Xiao

    Kevin
    Kuhar

    Cindy
    Polynice

    Tim
    Buchmiller

    RE:
    Semper
    Paratus Acquisition Corporation

    Registration
    Statement on Form S-4

    Filed
    September 14, 2023

    File
    No. 333-274519

Ladies
and Gentlemen:

On
behalf of Semper Paratus Acquisition Corporation (the “Company”), we are hereby responding to the letter dated October
11, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission
(“SEC” or the “Commission”), regarding the Company’s Registration Statement on Form S-4 filed
on September 14, 2023 (the “Registration Statement”). In response to the Comment Letter and to update certain information
in the Registration Statement, the Company is submitting its Amendment No. 1 to the Registration Statement on Form S-4 (the “Amended
Registration Statement”) with the Commission today, which includes revisions made to the Registration Statement in response
to the Staff’s comments as well as additional changes required to update the disclosure contained in the Registration Statement.
The numbered paragraphs below correspond to the numbered comments in the Comment Letter, and the Staff’s comments are presented
in bold italics.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the heading on the cover page
to also include the warrants and the common stock underlying those warrants.

    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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on the cover
page of the Amended Registration Statement as requested.

    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 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.

Response:
The Company advises the Staff that it will be a controlled company under the NYSE American rules upon completion of the Business Combination,
but does not currently intend to rely on any exemptions from the corporate governance requirements available to controlled companies.
The Company has revised the disclosure on the cover page and pages 45, 117, and 296 of the Amended Registration Statement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 16 of
the Amended Registration Statement to include the sources of potential dilution. The Company further advises the Staff that it has revised its disclosure
on pages 23 and 118 of the Amended Registration Statement to quantify the value of the warrants based on recent trading prices.

    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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page
16 of the Amended Registration Statement to clarify that the $5 million Reduced Deferred Fee is payable in the form of 500,000
shares of the common equity securities of New Tevogen without regard to the number of public shares redeemed by holders in
connection with the Business Combination.

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.”

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 26
of the Amended Registration Statement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
31, 48, 101, and 166 of the Amended Registration Statement. The Company also advises the staff that other as disclosed on
pages 31, 48, 101, and 166, there are no other loans extended, fees due and out-of-pocket expenses for which the Sponsor and its affiliates,
or the Company’s the officers, or directors are awaiting reimbursement.

    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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 240
of the Amended Registration Statement.

    9.
    Your
    amended and restated memorandum and articles of association renounced the corporate opportunities doctrine. Please address this potential
    conflict of interest and whether it impacted your search for an acquisition target.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 32,
49, 102, and 170 of the Amended Registration Statement to address the potential conflict of interest resulting from the waiver
of the corporate opportunities doctrine in our Existing Governing Documents. Further, the Company advises the Staff that it is not aware
of any officer or director of the Company who refrained from presenting any opportunity to acquire a target business to the Company in
reliance on the corporate opportunities doctrine. To the Company’s knowledge, the waiver of the corporate opportunities doctrine
in its charter did not impact its 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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 35
of the Amended Registration Statement as requested.

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

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
48 and 169 of the Amended Registration Statement as requested.

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 nondisclosure agreements. Please also clarify if those targets were
                                                         in the biotechnology sector.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages 157
and 158 of the Amended Registration Statement.

    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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
158 and 159 of the Amended Registration Statement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 164
of the Amended Registration Statement.

    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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 165
of the Amended Registration Statement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
166-168 of the Amended Registration Statement.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on pages
125, 182, and 322 of the Amended Registration Statement as requested.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has filed a short form tax opinion as Exhibit
8.1 to the Amended Registration Statement. The Company also advises the Staff that it has revised the disclosure on pages 21, 25, and
200 of the Amended Registration Statement to clarify that the discussion in the sections “What are the U.S. federal income
tax consequences of the Domestication?”, “What are the U.S. federal income tax consequences of exercising my redemption
rights?”, and “U.S. Federal Income Tax Cons