Correspondence 0001493152-23-046006 from Tevogen Inc. (TVGN)
Tevogen Inc.
Date: Dec. 22, 2023 · CIK: 0001860871 · Accession: 0001493152-23-046006
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-274519
Referenced dates: December 4, 2023
Letter
Via EDGAR Office of Life Sciences Division of Corporation Finance Attention: Re: Semper Paratus Acquisition Corporation Amendment No. 2 to Registration Statement on Form S-4 Filed November 22, 2023 File No. 333-274519
Dear Ms. Polynice and Mr. Buchmiller:
On behalf of Semper Paratus Acquisition Corporation. (the “Company”), we are hereby responding to the letter dated December 4, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), regarding the Company’s Second Amendment to the Registration Statement on Form S-4 filed on November 22, 2023 (the “Registration Statement”). In response to the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its Amendment No. 3 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) with the Commission today.
For ease of reference, the text of the Staff’s comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.
Amendment No. 2 to Registration Statement on Form S-4
What equity stake will current Semper Paratus shareholders and current equityholders of Tevogen hold in New Tevogen..., page 15
1. As requested by prior comment 3, 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. For example, if the underwriting fee of $0.20 per unit sold in the Semper Paratus IPO of 34,500,000 units that was payable upon the closing of the Semper Paratus IPO amounted to $6,900,000, and if the deferred underwriting fee of 500,000 shares of common stock is valued at $5,000,000, with approximately $26.0 million of funds in the Trust Account, assuming no redemptions, the effective underwriting fee would be approximately 46%.
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.
* * * * *
CALIFORNIA | COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA
NEW YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA
Please direct any questions or further communications relating to the above to the undersigned at (202) 689-2987. Thank you for your attention to this matter.
Very
truly yours,
/s/
Andrew Tucker
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filename1.htm
NELSON
MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS
AND COUNSELORS AT LAW
101
Constitution Ave, NW, Suite 900
Washington,
DC 20001
T:
202.689.2987 F: 202.689.2860
nelsonmullins.com
December
22, 2023
Via
EDGAR
Office
of Life Sciences
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F Street, N.E.
Washington,
DC 20549
Attention:
Cindy
Polynice
Tim
Buchmiller
Re:
Semper
Paratus Acquisition Corporation
Amendment
No. 2 to Registration Statement on Form S-4
Filed
November 22, 2023
File
No. 333-274519
Dear
Ms. Polynice and Mr. Buchmiller:
On
behalf of Semper Paratus Acquisition Corporation. (the “Company”), we are hereby responding to the letter dated
December 4, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), regarding the Company’s Second Amendment to the
Registration Statement on Form S-4 filed on November 22, 2023 (the “Registration Statement”). In response to
the Comment Letter and to update certain information in the Registration Statement, the Company is publicly filing its Amendment No.
3 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) with the Commission today.
For
ease of reference, the text of the Staff’s comment, as set forth in the Comment Letter, is included in bold-face type
below, followed by the Company’s response.
Amendment
No. 2 to Registration Statement on Form S-4
What
equity stake will current Semper Paratus shareholders and current equityholders of Tevogen hold in New Tevogen..., page 15
1.
As requested by prior comment 3, 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. For example, if the underwriting fee of $0.20 per unit sold in the
Semper Paratus IPO of 34,500,000 units that was payable upon the closing of the Semper Paratus IPO amounted to $6,900,000, and if the
deferred underwriting fee of 500,000 shares of common stock is valued at $5,000,000, with approximately $26.0 million of funds in the
Trust Account, assuming no redemptions, the effective underwriting fee would be approximately 46%.
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.
*
* * * *
CALIFORNIA
| COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA
NEW
YORK | NORTH CAROLINA | OHIO | PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA
Please
direct any questions or further communications relating to the above to the undersigned at (202) 689-2987. Thank you for your attention
to this matter.
Very
truly yours,
/s/
Andrew Tucker
Andrew
Tucker
Via
email:
cc:
Suren
Ajjarapu, Semper Paratus Acquisition Corporation
William
I. Intner
Richard
Aftanas
J.
Nicholas Hoover
Hogan
Lovells US LLP