SecProbe.io

CORRESP
 1
 filename1.htm

 Tevogen
Bio Holdings Inc.

 15
Independence Boulevard, Suite #210

 Warren,
New Jersey 07059

 June
24, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re:
 Tevogen Bio Holdings Inc.

 Registration Statement on Form S-3

 Filed June 20, 2025

 File No. 333-288218

 Request for Acceleration of Effectiveness

 To
the addressee above:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tevogen Bio Holdings Inc. hereby requests
that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3 (the
"Registration Statement") and declare the Registration Statement effective as of 4:30 p.m., Eastern Time, on June 26,
2025, or as soon thereafter as possible.

 Please
feel free to direct any questions or comments concerning this request to Nick Hoover of Hogan Lovells US LLP at (410) 659-2790, and once
the Registration Statement has been declared effective, please notify Mr. Hoover by calling him at the same phone number.

 Sincerely,

 Tevogen Bio Holdings Inc.

 /s/ Ryan Saadi

 By:

 Ryan
 Saadi

 Title:
 Chief
 Executive Officer and Chairperson of the Board of Directors

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 24, 2025

Ryan Saadi
Chief Executive Officer
Tevogen Bio Holdings Inc.
15 Independence Boulevard, Suite #210
Warren, NJ 07059

 Re: Tevogen Bio Holdings Inc.
 Registration Statement on Form S-3
 Filed June 20, 2025
 File No. 333-288218
Dear Ryan Saadi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: William Intner, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Tevogen
Bio Holdings Inc.

15
Independence Boulevard, Suite #410

Warren,
New Jersey 07059

August
1, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:

    Tevogen
    Bio Holdings Inc.

    Registration
    Statement on Form S-1

    Filed
    June 21, 2024

    File
    No. 333-280414

    Request
    for Acceleration of Effectiveness

To
the addressee above:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Tevogen Bio Holdings Inc. hereby requests
that the Securities and Exchange Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”) and declare the Registration Statement effective as of 4:30 p.m., Eastern Time, on August 2, 2024,
or as soon thereafter as possible.

Please
feel free to direct any questions or comments concerning this request to Nick Hoover of Hogan Lovells US LLP at (410) 659-2790, and once
the Registration Statement has been declared effective, please notify Mr. Hoover by calling him at the same phone number.

    Sincerely,

    Tevogen
    Bio Holdings Inc.

    /s/
    Ryan Saadi

    By:

    Ryan
    Saadi

    Title:

    Chief
    Executive Officer and Chairperson of the Board of Directors

CORRESP
1
filename1.htm

    Hogan Lovells
    US LLP

    Harbor East

    100 International
    Drive

    Suite 2000

    Baltimore,
    MD 21202

    T +1 410
    659 2700

    F +1 410
    659 2701

    www.hoganlovells.com

July
31, 2024

VIA
EDGAR

Messrs.
Joshua Gorsky, Tim Buchmiller

Division
of Corporation Finance – Office of Life Sciences

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

 Re: Tevogen Bio Holdings Inc.

                                                                                Amendment No. 1 to Registration Statement on Form S-1

                                                                                Filed July 23, 2024

                                                                                File No. 333-280414

Dear
Messrs. Gorsky and Buchmiller :

This
letter is submitted on behalf of Tevogen Bio Holdings Inc. (the “Company”) in response to the comment from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission in a letter dated July 30, 2024 with
respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 filed by the Company on July 23, 2024 (the “Registration
Statement”). For your convenience, the Staff’s numbered comment is set forth in bold, followed by the response on behalf
of the Company.

Amendment
No. 1 to Registration Statement on Form S-1

General

1. We
                                            have reviewed your response to prior comment 1 and, based on the information you have provided,
                                            we are not in a position to agree with your analysis that the 300,000 shares of common stock
                                            underlying the Series A-1 Preferred Stock that remain unsold can be registered for resale
                                            at this time consistent with Questions 139.06 and 139.11 of our Compliance and Disclosure
                                            Interpretations relating to Securities Act Sections. In this regard, we continue to note
                                            from your response and disclosure that the closing of the sale of all of the 600 shares of
                                            Series A-1 Preferred Stock has not yet occurred, and that the purchaser has only paid a portion
                                            of the purchase price to date. In addition, we note that you have not indicated when the
                                            closing of the unsold Series A-1 Preferred Stock will occur. Given that a portion of the
                                            shares of the Series A-1 Preferred Stock has not yet been sold to the purchaser, that Section
                                            1 of the Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024,
                                            filed as Exhibit 10.18 to this registration statement, indicates that the purchaser would
                                            pay the Second Purchase Price within one business day of that agreement, and that date has
                                            already passed, and that the payment of the Second Purchase Price does not appear to be subject
                                            only to the filing or effectiveness of a resale registration statement, there does not appear
                                            to be an agreed upon target closing date for the second purchase to be completed that would
                                            indicate that the closing of the private placement of the unsold securities will occur within
                                            a short time after the effectiveness of the resale registration statement, as contemplated
                                            by Question 139.11. Accordingly, please remove from the registration statement the 300,000
                                            shares of common stock underlying the 300 shares of Series A-1 Preferred Stock that have
                                            not yet been sold to the purchaser, or, alternatively, disclose the date when the sale of
                                            the unsold Series A-1 Preferred Stock will occur that is within a short time after effectiveness
                                            of the registration statement as contemplated by Question 139.11.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that, in Amendment No. 2 to the Registration Statement,
is removing from the Registration Statement the 300,000 shares of common stock underlying the 300 shares of Series A-1 Preferred
Stock that have not yet been sold to the purchaser.

*
* * *

Messrs.
Joshua Gorsky, Tim Buchmiller

Division
of Corporation Finance

July
31, 2024

Page
2

The
Company respectfully requests the Staff’s assistance
in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information
or assistance to facilitate your review. If the Staff should have any questions, or would like further information, concerning the response
above, please do not hesitate to contact the undersigned at (410) 659-2778. We thank you in advance for your attention to the above.

Sincerely,

/s/
William I. Intner

William
I. Intner

Enclosures

  cc:
  Ryan Saadi, CEO
  and Chairperson of the Board of Directors, Tevogen Bio Holdings Inc.

  Kirti Desai, CFO, Tevogen Bio Holdings Inc.

  J. Nicholas Hoover, Hogan
  Lovells US LLP

July 30, 2024
Ryan Saadi, M.D., M.P.H.
Chief Executive Officer
Tevogen Bio Holdings Inc.
15 Independence Boulevard, Suite #410
Warren, New Jersey 07059
Re:Tevogen Bio Holdings Inc.
Registration Statement on Form S-1
Response dated July 29, 2024
File No. 333-280414
Dear Ryan Saadi M.D., M.P.H.:
            We have reviewed your response letter dated July 29, 2024 and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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. Unless we note otherwise,
any references to prior comments are to comments in our July 24, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
We have reviewed your response to prior comment 1 and, based on the information you
have provided, we are not in a position to agree with your analysis that the 300,000 shares
of common stock underlying the Series A-1 Preferred Stock that remain unsold can be
registered for resale at this time consistent with Questions 139.06 and 139.11 of our
Compliance and Disclosure Interpretations relating to Securities Act Sections. In this
regard, we continue to note from your response and disclosure that the closing of the sale
of all of the 600 shares of Series A-1 Preferred Stock has not yet occurred, and that the
purchaser has only paid a portion of the purchase price to date. In addition, we note that
you have not indicated when the closing of the unsold Series A-1 Preferred Stock will
occur. Given that a portion of the shares of the Series A-1 Preferred Stock has not yet
been sold to the purchaser, that Section 1 of the Amended and Restated Securities 1.

July 30, 2024
Page 2
Purchase Agreement, dated as of March 27, 2024, filed as Exhibit 10.18 to this
registration statement, indicates that the purchaser would pay the Second Purchase Price
within one business day of that agreement, and that date has already passed, and that the
payment of the Second Purchase Price does not appear to be subject only to the filing or
effectiveness of a resale registration statement, there does not appear to be an agreed upon
target closing date for the second purchase to be completed that would indicate that the
closing of the private placement of the unsold securities will occur within a short time
after the effectiveness of the resale registration statement, as contemplated by Question
139.11. Accordingly, please remove from the registration statement the 300,000 shares of
common stock underlying the 300 shares of Series A-1 Preferred Stock that have not yet
been sold to the purchaser, or, alternatively, disclose the date when the sale of the unsold
Series A-1 Preferred Stock will occur that is within a short time after effectiveness of the
registration statement as contemplated by Question 139.11.
            Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:J. Nicholas Hoover, Esq.

CORRESP
1
filename1.htm

    Hogan
    Lovells US LLP

    Harbor
    East

    100
    International Drive

    Suite
    2000

    Baltimore,
    MD 21202

    T
    +1 410 659 2700

    F
    +1 410 659 2701

    www.hoganlovells.com

July
29, 2024

VIA
EDGAR

Messrs.
Joshua Gorsky, Tim Buchmiller

Division
of Corporation Finance – Office of Life Sciences

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:

    Tevogen
    Bio Holdings Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    July 23, 2024

    File
    No. 333-280414

Dear
Messrs. Gorsky and Buchmiller:

This
letter is submitted on behalf of Tevogen Bio Holdings Inc. (the “Company”) in response to the comment from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission in a letter dated July 24, 2024 with
respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 filed by the Company on July 23, 2024 (the “Registration
Statement”). For your convenience, the Staff’s numbered comment is set forth in bold, followed by the response on behalf
of the Company.

Amendment
No. 1 to Registration Statement on Form S-1

General

1. We
                                            note you are registering for resale 600,000 shares of common stock that are issuable upon
                                            conversion of shares of Series A-1 Preferred Stock that are convertible at a conversion price
                                            of $10.00 per share. We also note your disclosure that the investor in the Series A-1 Preferred
                                            Stock agreed to purchase 600 shares of Series A-1 Preferred Stock for an aggregate purchase
                                            price of $6.0 million, of which $3.0 million has been received as of July 23, 2024. It appears
                                            that you are registering the resale of all of the 600,000 shares of common stock issuable
                                            upon conversion of the Series A-1 Preferred Stock. If 300 shares of your Series A-1 Preferred
                                            Stock have not yet been sold to the investor as of the date that the registration statement
                                            was filed, please provide us with an analysis as to why you believe that the underlying 300,000
                                            shares of common stock can be registered for resale at this time. For guidance, refer to
                                            Questions 139.06 and 139.11 of our Compliance and Disclosure Interpretations relating to
                                            Securities Act Sections.

Response:
For the reasons set forth below, the Company respectfully submits that it believes all 600,000 shares of common stock underlying the
Company’s Series A-1 Preferred Stock can be registered for resale at this time consistent with Questions 139.06 and 139.11 of the
Staff’s Compliance and Disclosure Interpretations relating to Securities Act Sections (the “C&DIs”), notwithstanding
that all of the Series A-1 Preferred Stock has not yet been issued.

Messrs.
Joshua Gorsky, Tim Buchmiller

Division of Corporation Finance

July
29, 2024

Page
2

Consistent
with the C&DIs, at the time of the Registration Statement’s filing, the purchaser of the Series A-1 Preferred Stock
was irrevocably and unconditionally bound to purchase a set number of shares (600 shares) for a previously established, set purchase
price ($6.0 million) that is already fixed and is therefore not contingent on the market price at the time of effectiveness of
the Registration Statement or based on market price or a fluctuating ratio. The shares of Series A-1 Preferred Stock will also
be convertible into a set number of shares of common stock (600,000) at a previously established, set conversion price ($10) that similarly
is already fixed and is therefore not contingent on the market price at the time of effectiveness of the Registration Statement
or based on market price or a fluctuating ratio.

In
addition, consistent with C&DI 139.11, the purchaser of the Series A-1 Preferred Stock was already at market risk at the time of
filing of the Registration Statement. The purchaser agreed to purchase the shares at a previously set price and with a previously set
conversion price (which is at a premium to the current market price) that make the purchaser’s ability to realize a profit
from any future sale of the shares of common stock underlying the Series A-1 Preferred Stock subject to the fluctuating value of the
common stock. The purchaser has also already paid a portion of the purchase price, which the Company considers to be a nonrefundable
amount paid toward the purchase price, placing the purchaser’s investment at further risk.

Although
the closing of the sale of the 600 shares of Series A-1 Preferred Stock has not yet occurred, the purchaser was required under the purchase
agreement to pay the full amount of the purchase price as of a date prior to the date the Registration Statement was filed, and
there are no unsatisfied closing conditions that would permit the purchaser not to consummate the purchase. The Company has not waived
the purchaser’s requirement to pay the purchase price, and nonpayment could subject the purchaser to ordinary contract damages
or equitable remedies, such as specific performance, levied through binding arbitration pursuant to the terms of the purchase agreement.

Messrs.
Joshua Gorsky, Tim Buchmiller

Division of Corporation Finance

July
29, 2024

Page
3

The
terms of the Series A-1 Preferred Stock evidence the parties’ expectation that conversions and resales would occur gradually and
that the arrangement was not entered into with a view toward distribution or as a conduit for the sale by the Company of securities to
the general public. Notably, the shares are not contractually entitled to resale registration, and the inclusion of the shares
underlying the Series A-1 Preferred Stock in the Registration Statement is for the convenience of the Company. The only provision
in the Series A-1 Preferred Stock transaction documents that relates to resale registration is one that provides that the
Company must register the shares for resale in order to be able to exercise its right to call the Series A-1 Preferred Stock for
cancelation, which right is also subject to the common stock reaching a price of $5.00 – significantly higher than the market price
at either the time of the agreement or present. In addition, the Series A-1 Preferred Stock bears a dividend and has a conversion price
significantly higher than the current market price of the common stock, which are terms that incentivize the purchaser not to
immediately convert and sell the underlying shares of common stock.

Separately,
we note that while C&DI 139.06 provides that a resale registration statement “may be filed” when “the
closing of the private placement [is] contingent on filing or effectiveness of a resale registration statement,” the use of the
word “may” together with other context and guidance, including the fact patterns discussed elsewhere in C&DIs 139.06
and 139.11, reflects that closing contingent on filing or effectiveness of a resale registration statement is a non-exclusive
circumstance under which a resale registration statement may cover the resale of shares the sale of which has not yet been completed.

*      *      *      *

The
Company respectfully requests the Staff’s assistance
in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information
or assistance to facilitate your review. If the Staff should have any questions, or would like further information, concerning the response
above, please do not hesitate to contact the undersigned at (410) 659-2778. We thank you in advance for your attention to the above.

    Sincerely,

    William
    I. Intner

    cc:
    Ryan
    Saadi, CEO and Chairperson of the Board of Directors, Tevogen Bio Holdings Inc.

    Kirti
    Desai, CFO, Tevogen Bio Holdings Inc.

    J.
    Nicholas Hoover, Hogan Lovells US LLP

July 24, 2024
Ryan Saadi, M.D., M.P.H.
Chief Executive Officer
Tevogen Bio Holdings Inc.
15 Independence Boulevard, Suite #410
Warren, New Jersey 07059
Re:Tevogen Bio Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 23, 2024
File No. 333-280414
Dear Ryan Saadi M.D., M.P.H.:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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. Unless we note otherwise,
any references to prior comments are to comments in our July 2, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note you are registering for resale 600,000 shares of common stock that are issuable
upon conversion of shares of Series A-1 Preferred Stock that are convertible at a
conversion price of $10.00 per share. We also note your disclosure that the investor in the
Series A-1 Preferred Stock agreed to purchase 600 shares of Series A-1 Preferred Stock
for an aggregate purchase price of $6.0 million, of which $3.0 million has been received
as of July 23, 2024. It appears that you are registering the resale of all of the 600,000
shares of common stock issuable upon conversion of the Series A-1 Preferred Stock. If
300 shares of your Series A-1 Preferred Stock have not yet been sold to the investor as of
the date that the registration statement was filed, please provide us with an analysis as to
why you believe that the underlying 300,000 shares of common stock can be registered
for resale at this time. For guidance, refer to Questions 139.06 and 139.11 of our
Compliance and Disclosure Interpretations relating to Securities Act Sections.

July 24, 2024
Page 2
            Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:J. Nicholas Hoover, Esq.

CORRESP
1
filename1.htm

    Hogan
    Lovells US LLP

    Harbor
    East

    100
    International Drive

    Suite
    2000

    Baltimore,
    MD 21202

    T
    +1 410 659 2700

    F
    +1 410 659 2701

    www.hoganlovells.com

July
29, 2024

VIA
EDGAR

Messrs.
Joshua Gorsky, Tim Buchmiller

Division
of Corporation Finance – Office of Life Sciences

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:

    Tevogen
    Bio Holdings Inc.

    Amendment
    No. 1 to Registration Statement on Form S-1

    Filed
    July 23, 2024

    File
    No. 333-280414

Dear
Messrs. Gorsky and Buchmiller:

This
letter is submitted on behalf of Tevogen Bio Holdings Inc. (the “Company”) in response to the comment from the staff of the
Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission in a letter dated July 24, 2024 with
respect to the above-referenced Amendment No. 1 to Registration Statement on Form S-1 filed by the Company on July 23, 2024 (the “Registration
Statement”). For your convenience, the Staff’s numbered comment is set forth in bold, followed by the response on behalf
of the Company.

Amendment
No. 1 to Registration Statement on Form S-1

General

1. We
                                            note you are registering for resale 600,000 shares of common stock that are issuable upon
                                            conversion of shares of Series A-1 Preferred Stock that are convertible at a conversion price
                                            of $10.00 per share. We also note your disclosure that the investor in the Series A-1 Preferred
                                            Stock agreed to purchase 600 shares of Series A-1 Preferred Stock for an aggregate purchase
                                            price of $6.0 million, of which $3.0 million has been received as of July 23, 2024. It appears
                                            that you are registering the resale of all of the 600,000 shares of common stock issuable
                                            upon conversion of the Series A-1 Preferred Stock. If 300 shares of your Series A-1 Preferred
                                            Stock have not yet been sold to the investor as of the date that the registration statement
                                            was filed, please provide us with an analysis as to why you believe that the underlying 300,000
                                            shares of common stock can be registered for resale at this time. For guidance, refer to
                                            Questions 139.06 and 139.11 of our Compliance and Disclosure Interpretations relating to
                                            Securities Act Sections.

Response:
For the reasons set forth below, the Company respectfully submits that it believes all 600,000 shares of common stock underlying the
Company’s Series A-1 Preferred Stock can be registered for resale at this time consistent with Questions 139.06 and 139.11 of the
Staff’s Compliance and Disclosure Interpretations relating to Securities Act Sections (the “C&DIs”), notwithstanding
that all of the Series A-1 Preferred Stock has not yet been issued.

Messrs.
Joshua Gorsky, Tim Buchmiller

Division of Corporation Finance

July
29, 2024

Page
2

Consistent
with the C&DIs, at the time of the Registration Statement’s filing, the purchaser of the Series A-1 Preferred Stock
was irrevocably and unconditionally bound to purchase a set number of shares (600 shares) for a previously established, set purchase
price ($6.0 million) that is already fixed and is therefore not contingent on the market price at the time of effectiveness of
the Registration Statement or based on market price or a fluctuating ratio. The shares of Series A-1 Preferred Stock will also
be convertible into a set number of shares of common stock (600,000) at a previously established, set conversion price ($10) that similarly
is already fixed and is therefore not contingent on the market price at the time of effectiveness of the Registration Statement
or based on market price or a fluctuating ratio.

In
addition, consistent with C&DI 139.11, the purchaser of the Series A-1 Preferred Stock was already at market risk at the time of
filing of the Registration Statement. The purchaser agreed to purchase the shares at a previously set price and with a previously set
conversion price (which is at a premium to the current market price) that make the purchaser’s ability to realize a profit
from any future sale of the shares of common stock underlying the Series A-1 Preferred Stock subject to the fluctuating value of the
common stock. The purchaser has also already paid a portion of the purchase price, which the Company considers to be a nonrefundable
amount paid toward the purchase price, placing the purchaser’s investment at further risk.

Although
the closing of the sale of the 600 shares of Series A-1 Preferred Stock has not yet occurred, the purchaser was required under the purchase
agreement to pay the full amount of the purchase price as of a date prior to the date the Registration Statement was filed, and
there are no unsatisfied closing conditions that would permit the purchaser not to consummate the purchase. The Company has not waived
the purchaser’s requirement to pay the purchase price, and nonpayment could subject the purchaser to ordinary contract damages
or equitable remedies, such as specific performance, levied through binding arbitration pursuant to the terms of the purchase agreement.

Messrs.
Joshua Gorsky, Tim Buchmiller

Division of Corporation Finance

July
29, 2024

Page
3

The
terms of the Series A-1 Preferred Stock evidence the parties’ expectation that conversions and resales would occur gradually and
that the arrangement was not entered into with a view toward distribution or as a conduit for the sale by the Company of securities to
the general public. Notably, the shares are not contractually entitled to resale registration, and the inclusion of the shares
underlying the Series A-1 Preferred Stock in the Registration Statement is for the convenience of the Company. The only provision
in the Series A-1 Preferred Stock transaction documents that relates to resale registration is one that provides that the
Company must register the shares for resale in order to be able to exercise its right to call the Series A-1 Preferred Stock for
cancelation, which right is also subject to the common stock reaching a price of $5.00 – significantly higher than the market price
at either the time of the agreement or present. In addition, the Series A-1 Preferred Stock bears a dividend and has a conversion price
significantly higher than the current market price of the common stock, which are terms that incentivize the purchaser not to
immediately convert and sell the underlying shares of common stock.

Separately,
we note that while C&DI 139.06 provides that a resale registration statement “may be filed” when “the
closing of the private placement [is] contingent on filing or effectiveness of a resale registration statement,” the use of the
word “may” together with other context and guidance, including the fact patterns discussed elsewhere in C&DIs 139.06
and 139.11, reflects that closing contingent on filing or effectiveness of a resale registration statement is a non-exclusive
circumstance under which a resale registration statement may cover the resale of shares the sale of which has not yet been completed.

*      *      *      *

The
Company respectfully requests the Staff’s assistance
in completing the review of the Registration Statement as soon as possible. Please advise us if we can provide any further information
or assistance to facilitate your review. If the Staff should have any questions, or would like further information, concerning the response
above, please do not hesitate to contact the undersigned at (410) 659-2778. We thank you in advance for your attention to the above.

    Sincerely,

    William
    I. Intner

    cc:
    Ryan
    Saadi, CEO and Chairperson of the Board of Directors, Tevogen Bio Holdings Inc.

    Kirti
    Desai, CFO, Tevogen Bio Holdings Inc.

    J.
    Nicholas Hoover, Hogan Lovells US LLP

July 2, 2024
Ryan Saadi, M.D., M.P.H.
Chief Executive Officer
Tevogen Bio Holdings Inc.
15 Independence Boulevard, Suite #410
Warren, New Jersey 07059
Re:Tevogen Bio Holdings Inc.
Registration Statement on Form S-1
Filed June 21, 2024
File No. 333-280414
Dear Ryan Saadi M.D., M.P.H.:
            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.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure that you do not expect holders to exercise their warrants based on
the current trading price of your common stock. Describe the impact on your liquidity and
update the discussion on the ability of your company to fund your operations on a
prospective basis with your current cash on hand.
Risk Factors
Risks Related to Being a Public Company and Ownership of Securities, page 41
2.We note that you did not timely file your annual report on Form 10-K for the fiscal year
ended December 31, 2023 and your quarterly report on Form 10-Q for the quarter ended
March 31, 2024. Update and revise your risk factor disclosure to state that you did not
timely file these reports and that you may not be able to file timely in the future.

July 2, 2024
Page 2
            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.
            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 Joshua Gorsky at 202-551-7836 or Tim Buchmiller at 202-551-3635 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:J. Nicholas Hoover, Esq.

CORRESP
1
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Semper
Paratus Acquisition Corporation

767
Third Avenue, 38th Floor

New
York, New York 10017

(646)
807-8832

January
2, 2024

VIA
EDGAR

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 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, as amended

    File
    No. 333-274519

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Semper Paratus Acquisition Corporation hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Thursday, January 4, 2024, or as soon
as practicable thereafter.

    Very
    truly yours,

    Semper
    Paratus Acquisition Corporation

    /s/
    Suren Ajjarapu

    Suren
    Ajjarapu

    Chief
    Executive Officer

    cc:

    Nelson
    Mullins Riley & Scarborough LLP

    Andrew
Tucker

CORRESP
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    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

United States securities and exchange commission logo
December 4, 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 completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew M. Tucker, Esq.

CORRESP
1
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    NELSON MULLINS RILEY & SCARBOROUGH LLP

    ATTORNEYS AND COUNSELORS AT LAW

    101 Constitution Ave, NW, Suite 900

    Washington, DC 20001

    T: 202.689.2800 F: 202.689.2860

    nelsonmullins.com

November
27, 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:
    Tim
    Buchmiller, Cindy Polynice

    Re:
    Semper
                                            Paratus Acquisition Corporation

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    November 13, 2023

    File
    No. 001-41002

Dear
Mr. Buchmiller and Ms. Polynice:

On
behalf of Semper Paratus Acquisition Corporation (the “Company”), we hereby respond to the letter dated November
20, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) regarding the Company’s Preliminary Proxy Statement on Schedule
14A filed November 13, 2023 (the “Proxy Statement”). In response to the Comment Letter, today the Company is
filed Amendment No. 1 to Proxy Statement (the “Amended Proxy Statement”) with the Commission. For ease of reference,
the text of the Staff’s comment from the Comment Letter is included in bold-face type below, followed by the Company’s response.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises in response that the Company revised the outside date
to October 15, 2024 in the Amended Proxy Statement.

Office
of Trade & Services

Division
of Corporation Finance

Page
2

Please
direct any questions or further communications relating to the above to the undersigned at (202) 689-2987 or Rebekah McCorvey at (470)
515-1971. Thank you for your attention to this matter.

    Very
    truly yours,

    /s/
    Andrew Tucker

    Andrew
    Tucker

CALIFORNIA
| COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA NEW YORK | NORTH CAROLINA | OHIO
| PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

CORRESP
1
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

November
21, 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. 1 to Registration Statement on Form S-4

    Filed
                                            October 23, 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
November 7, 2023 (the “Comment Letter”) from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”), regarding the Company’s First Amendment to the
Registration Statement on Form S-4 filed on October 23, 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.
2 to the Registration Statement on Form S-4 (the “Amended Registration Statement”) with the Commission today.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Amended Registration
Statement.

For
ease of reference, the text of each of the Staff’s comments, as set forth in the Comment Letter, is included in bold-face type
below, followed by the Company’s response.

Amendment
No. 1 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 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. We note, for example, the Tevogen Convertible
Notes will be assumed by Semper Paratus and will convert into shares of New Tevogen Common Stock on the Closing Date. Once you have included
all possible sources of dilution, please ensure the percentages in your table are reconcilable to your other disclosure regarding the
share ownership percentages in New Tevogen such as the percentages disclosed in the second paragraph on page iii.

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 and has ensured that the other disclosures regarding the share ownership percentages in New
Tevogen are reconcilable to the extent applicable.

CALIFORNIA
| COLORADO | DISTRICT OF COLUMBIA | FLORIDA | GEORGIA | ILLINOIS | MARYLAND | MASSACHUSETTS | MINNESOTA NEW YORK | NORTH CAROLINA | OHIO
| PENNSYLVANIA | SOUTH CAROLINA | TENNESSEE | TEXAS | VIRGINIA | WEST VIRGINIA

2.
Please revise to clarify if the source of the RSUs disclosed in footnote 7 to the table is the restricted stock units being awarded
to Dr. Saadi as disclosed in the third bullet point on page 50 or otherwise include these in the table.

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 in response to the Staff’s comment.

3.
As requested by prior comment 5, 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 pages 16, 26, 45, 154, 219, 220, 225, and 228 of the Amended Registration Statement to disclose the effective underwriting fee on a percentage
basis for shares at each redemption level presented in its sensitivity analyses. The Company also  advises the Staff that the Company
has revised its disclosure on pages 16, 45, and 154 to further clarify that the Reduced Deferred Fee is payable only in the
form of 500,000 shares of the common equity securities of the entity that survives the Transaction and that therefore the payment
of the Reduced Deferred Fee will have no effect on the amount of cash in the Trust Account.

Background
of the Business Combination, page 157

4.
We note your response to our prior comment 13 and reissue. Please revise this section to disclose why Semper Paratus modified its
valuation and how it factored the valuation report into its analysis. With regard to your disclosure that Semper reviewed
Tevogen’s valuation which was for purposes of Section 409A of the Internal Revenue Code, please explain the purpose of that
valuation report and why Semper found that valuation report useful for its valuation purposes with respect to the business
combination.

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

Projected
Financial Information, page 168

5.
Please address the following related to your projected financial information:

 ● Revise
                                                                                                                                                                                                                                         to provide a probability adjusted projection to balance your current disclosure. In this regard, we note that in respond to our
                                                                                                                                                                                                                                         prior comment 14, you disclosed on page 164 that Mentor adjusted Tevogen’s forecast for the probability of clinical success
                                                                                                                                                                                                                                         from Phase 2 through final FDA approval, which resulted in a combined success rate of 22.8%.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that when calculating the combined success rate of 22.8%,
Mentor adjusted Tevogen’s forecast for the probability of clinical success from Phase 2 through final FDA approval. For
infectious diseases, the probability of transition from Phase 2 to Phase 3 is 38.4%, from Phase 3 to New Drug Application/BLA
the probability is 64%, and from New Drug Application/BLA to Approval the probability is 92.9%. The product of these three probabilities
is 22.8%. This disclosure is included in the section “Business Combination Proposal — Opinion of Financial Advisor
to Semper Paratus — DCF Analysis” on page 164 of the Amended Registration Statement. The table on page 168 of the Amended Registration Statement is the result of the application of this combined success rate to the projected revenue and expenses
from 2025 through the end of the discrete forecast period in 2029. The Company has supplemented its disclosure on page 168 to clarify
that the table on page 168 includes the probability adjusted projections as described in the section titled “— DCF
Analysis.”

 ● Explain
                                            to us why you present the projections starting with the launch year 2025 without also presenting
                                            the costs expected to be invested in the business in the years leading up to FDA approval.
                                            Revise to properly balance your presentation or specifically explain how you determined omitting
                                            such expected and necessary costs to achieve commercialization is not prohibitively unbalanced.

Response:
The Company acknowledges the Staff’s comment and advises the Staff that it has revised the projections presented on page 168 of the Amended Registration Statement to include the operating budget for the 24 months prior to the launch year.

 ● We
                                            note on page 167 that the projections for Tevogen’s business are based on established
                                            trends, taking into account organizational costs of developing TVGN 489 and the likelihood
                                            that Tevogen has another approved product on the market in the next three years. Revise to
                                            clarify whether you are referring to the Long COVID treatment or, if not, what the other
                                            products are to which you are referring.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 167 of
the Amended Registration Statement.

 ● Revise
                                            to disclose more prominently the limitations on the usefulness of the projections given there
                                            is no guarantee that the products will achieve FDA approval or commercialization, and the
                                            inherent inaccuracy of any estimates of costs to be incurred to achieve regulatory approval.

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

Unaudited
Pro Forma Condensed Combined Financial Information

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 225

6.
We note your response to our prior comment 25 and the revisions made related to the potentially dilutive equity instruments.
However, considering the 10% significant potential dilution effect, please revise to disclose, anywhere dilutive equity instruments
are presented, the potential issuance of such equity awards. Revise future filings to also disclose the specific terms of the
instruments when finalized.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff it has revised the disclosure, including on
pages 16, 26, 45, 154, 220, 225 and 228 of the Amended Registration Statement, to disclose the potential issuance of such equity
awards. The Company will revise future filings to also disclose the specific terms of the instruments when finalized.

Redemption
of public shares and Liquidation if No Business Combination, page 231

7.
We note your revised disclosure in response to prior comment 27 that you expect that all costs and expenses associated with implementing
your plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $25.7
million of proceeds held inside the Trust Account as of June 30, 2023. Please tell us how this disclosure reconciles to the disclosure
in your IPO S-1 under the heading “Redemption of public shares and distribution and liquidation if no initial business combination.”

Response: The
Company acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on page 232 of the Amended
Registration Statement to clarify that all costs and expenses associated with implementing the Company’s plan of dissolution,
as well as payments to any creditors, will be funded from amounts remaining outside of the Trust Account. However, if those funds
are not sufficient to cover costs and expenses associated with implementing the Company’s plan of dissolution, to the extent
that there is any interest accrued in the Trust Account not required to pay taxes, the Company may request the trustee to release to
the Company an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

*          *         *         *         *

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

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.

United States securities and exchange commission logo
November 7, 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
Amendment No. 1 to Registration Statement on Form S-4
Filed October 23, 2023
File No. 333-274519
Dear Surendra Ajjarapu:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our October 11, 2023 letter.
Amendment No. 1 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 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. We note, for example, the
Tevogen Convertible Notes will be assumed by Semper Paratus and will convert into
shares of New Tevogen Common Stock on the Closing Date. Once you have included all
possible sources of dilution, please ensure the percentages in your table are reconcilable to
your other disclosure regarding the share ownership percentages in New Tevogen such as
the percentages disclosed in the second paragraph on page iii.
2.Please revise to clarify if the source of the RSUs disclosed in footnote 7 to the table is the
restricted stock units being awarded to Dr. Saadi as disclosed in the third bullet point on

 FirstName LastNameSurendra Ajjarapu
 Comapany NameSemper Paratus Acquisition Corporation
 November 7, 2023 Page 2
 FirstName LastNameSurendra Ajjarapu
Semper Paratus Acquisition Corporation
November 7, 2023
Page 2
page 50 or otherwise include these in the table.
3.As requested by prior comment 5, 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.
Background of the Business Combination, page 157
4.We note your response to our prior comment 13 and reissue. Please revise this section to
disclose why Semper Paratus modified its valuation and how it factored the valuation
report into its analysis. With regard to your disclosure that Semper reviewed Tevogen's
valuation which was for purposes of Section 409A of the Internal Revenue Code, please
explain the purpose of that valuation report and why Semper found that valuation report
useful for its valuation purposes with respect to the business combination.
Projected Financial Information, page 168
5.Please address the following related to your projected financial information:

•Revise to provide a probability adjusted projection to balance your current disclosure.
In this regard, we note that in respond to our prior comment 14, you disclosed on
page 164 that Mentor adjusted Tevogen’s forecast for the probability of clinical
success from Phase II through final FDA approval, which resulted in a combined
success rate of 22.8%.
•Explain to us why you present the projections starting with the launch year 2025
without also presenting the costs expected to be invested in the business in the years
leading up to FDA approval. Revise to properly balance your presentation or
specifically explain how you determined omitting such expected and necessary costs
to achieve commercialization is not prohibitively unbalanced.
•We note on page 167 that the projections for Tevogen’s business are based on
established trends, taking into account organizational costs of developing TVGN 489
and the likelihood that Tevogen has another approved product on the market in the
next three years. Revise to clarify whether you are referring to the Long COVID
treatment or, if not, what the other products are to which you are referring.
•Revise to disclose more prominently the limitations on the usefulness of the
projections given there is no guarantee that the products will achieve FDA approval
or commercialization, and the inherent inaccuracy of any estimates of costs to be
incurred to achieve regulatory approval.
Unaudited Pro Forma Condensed Combined Financial Information
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 225
6.We note your response to our prior comment 25 and the revisions made related to the

 FirstName LastNameSurendra Ajjarapu
 Comapany NameSemper Paratus Acquisition Corporation
 November 7, 2023 Page 3
 FirstName LastName
Surendra Ajjarapu
Semper Paratus Acquisition Corporation
November 7, 2023
Page 3
potentially dilutive equity instruments. However, considering the 10% significant
potential dilution effect, please revise to disclose, anywhere dilutive equity instruments
are presented, the potential issuance of such equity awards. Revise future filings to also
disclose the specific terms of the instruments when finalized.
Redemption of public shares and Liquidation if No Business Combination, page 231
7.We note your revised disclosure in response to prior comment 27 that you expect that all
costs and expenses associated with implementing your plan of dissolution, as well as
payments to any creditors, will be funded from amounts remaining out of the
approximately $25.7 million of proceeds held inside the Trust Account as of June 30,
2023. Please tell us how this disclosure reconciles to the disclosure in your IPO S-1 under
the heading "Redemption of public shares and distribution and liquidation if no initial
business combination."
            Please contact Li Xiao at 202-551-4391 or Kevin Kuhar at 202-551-3662 if you have
questions regarding comments on the financial statements and related matters. 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.

CORRESP
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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

United States securities and exchange commission logo
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

 FirstName LastNameSurendra Ajjarapu
 Comapany NameSemper Paratus Acquisition Corporation
 October 11, 2023 Page 2
 FirstName LastNameSurendra Ajjarapu
Semper Paratus Acquisition Corporation
October 11, 2023
Page 2
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

 FirstName LastNameSurendra Ajjarapu
 Comapany NameSemper Paratus Acquisition Corporation
 October 11, 2023 Page 3
 FirstName LastNameSurendra Ajjarapu
Semper Paratus Acquisition Corporation
October 11, 2023
Page 3
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.

 FirstName LastNameSurendra Ajjarapu
 Comapany NameSemper Paratus Acquisition Corporation
 October 11, 2023 Page 4
 FirstName LastNameSurendra Ajjarapu
Semper Paratus Acquisition Corporation
October 11, 2023
Page 4
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:

 FirstName LastNameSurendra Ajjarapu
 Comapany NameSemper Paratus Acquisition Corporation
 October 11, 2023 Page 5
 FirstName LastNameSurendra Ajjarapu
Semper Paratus Acquisition Corporation
October 11, 2023
Page 5

•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

 FirstName LastNameSurendra Ajjarapu
 Comapany NameSemper Paratus Acquisition Corporation
 October 11, 2023 Page 6
 FirstName LastNameSurendra Ajjarapu
Semper Paratus Acquisition Corporation
October 11, 2023
Page 6
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

CORRESP
1
filename1.htm

November 1, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Brian Fetterolf and Katherine Bagley

    Re:
    Semper Paratus Acquisition Corporation

    Registration Statement on Form S-1

    Filed October 7, 2021, as amended

    File No. 333-260113

Dear Mr. Fetterolf and Ms. Bagley,

Pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), the undersigned hereby joins in the request of Semper Paratus Acquisition Corporation that the effective date
of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. ET on November 3,
2021, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as amended.

[signature page follows]

    Very truly yours,

    CANTOR FITZGERALD & CO.

    By:

    /s/
    David Batalion

    Name:
    David
    Batalion

    Title:
    Managing
    Director, Investment Banking

CORRESP
1
filename1.htm

Semper Paratus Acquisition Corporation

767 Third Avenue, 38th Floor

New York, New York 10017

November 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Brian Fetterolf and Katherine Bagley

    Re:
    Semper Paratus Acquisition Corporation

    Registration Statement on Form S-1, as amended

    Filed October 7, 2021

    File No. 333-260113

Dear Mr. Fetterolf and Ms. Bagley:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Semper Paratus Acquisition Corporation hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. EDT on Wednesday, November 3, 2021, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Philippe Kurzweil

    Philippe Kurzweil

    Chief Financial Officer

    cc:
    Reed Smith LLP

Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

Semper Paratus Acquisition Corporation

767 Third Avenue, 38th Floor

New York, NY 10017

VIA EDGAR

October 28, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Brian Fetterolf and Katherine Bagley

    Re:
    Semper Paratus Acquisition Corporation

Amendment No. 3 to Registration Statement on Form S-1

Filed October 27, 2021

File No. 333-260113

Dear Mr. Fetterolf and Ms. Bagley:

Semper Paratus Acquisition Corporation, a Cayman
Islands exempted company (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated October 28, 2021, regarding the Company’s Amendment
No. 3 to the Registration Statement on Form S-1 submitted to the Commission on October 27, 2021. For the Staff’s convenience, we
have repeated below the Staff’s comments in bold, and have followed the comment with the Company’s response. Concurrently
with the transmission of this letter, we are publicly filing the Company’s Amendment No. 4 to the Registration Statement on Form
S-1 with the Commission through EDGAR.

Amendment No. 3 to Registration Statement on Form S-1 submitted
October 27, 2021

Risk Factors

Risks Relating to our Securities

“Our warrant agreement will designate the courts of the State
of New York or the Unite States District Court . . .”, page 60

    1.

    We note your response to comment 2, as
    well as your amended warrant agreement filed as Exhibit 4.4. We note that the carveout to Section 9.3 of your warrant agreement
    states that "the federal district courts of the United States of America shall . . . be the exclusive forum for the resolution
    of any complaint asserting a cause of action arising under the Securities Act . . . ." We also note that your disclosure on
    pages 60 and 61 of Amendment No. 1 to Registration Statement on Form S-1 filed October 22, 2021 does not discuss this part of your
    exclusive forum provision and instead states that "any action, proceeding or claim . . . including under the Securities Act,
    will be will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
    District of New York . . . ." Please revise to ensure that the description of the exclusive forum provision in your filing is
    consistent with the provision in your filed warrant agreement.

In response to the Staff’s comment, we have
revised Section 9.3 of the Warrant Agreement so the exclusive forum provision therein is consistent with the description of the exclusive
forum provision in the Registration Statement.

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Benjamin Richie and Katherine Bagley

Re: Semper Paratus Acquisition Corporation

October 28, 2021

Page 2 of 2

We thank the Staff for its review of the foregoing
and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@reedsmith.com
or by telephone at (212) 549-4234, or Eric Klee, at eklee@reedsmith.com or by telephone at (212) 549-0267.

    Sincerely,

    /s/ Philippe Kurzweil

    Philippe Kurzweil

    Chief Financial Officer

    Semper Paratus Acquisition Corporation

    cc:
    Ari Edelman, Esq.

    Eric Klee, Esq.

United States securities and exchange commission logo
October 28, 2021
B. Ben Baldanza
Chief Executive Officer
Semper Paratus Acquisition Corporation
767 Third Avenue, 38th Floor
New York, New York 10017
Re:Semper Paratus Acquisition Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed October 27, 2021
File No. 333-260113
Dear Mr. Baldanza:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 26, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed October 27, 2021
Risk Factors
Risks Relating to our Securities
"Our warrant agreement will designate the courts of the State of New York or the United States
District Court . . . ", page 60
1.We note your response to comment 2, as well as your amended warrant agreement filed as
Exhibit 4.4.  We note that the carveout to Section 9.3 of your warrant agreement states
that "the federal district courts of the United States of America shall . . . be the exclusive
forum for the resolution of any complaint asserting a cause of action arising under the
Securities Act . . . ."  We also note that your disclosure on pages 60 and 61 of Amendment
No. 1 to Registration Statement on Form S-1 filed October 22, 2021 does not discuss this

 FirstName LastNameB. Ben Baldanza
 Comapany NameSemper Paratus Acquisition Corporation
 October 28, 2021 Page 2
 FirstName LastName
B. Ben Baldanza
Semper Paratus Acquisition Corporation
October 28, 2021
Page 2
part of your exclusive forum provision and instead states that "any action, proceeding or
claim . . . including under the Securities Act, will be will be brought and enforced in the
courts of the State of New York or the United States District Court for the Southern
District of New York . . . ."  Please revise to ensure that the description of the exclusive
forum provision in your filing is consistent with the provision in your filed warrant
agreement.
            You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Klee

CORRESP
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Semper Paratus Acquisition Corporation

767 Third Avenue, 38th Floor

New York, NY 10017

VIA EDGAR

October 26, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Brian Fetterolf and Katherine Bagley

    Re:
    Semper Paratus Acquisition Corporation

Amendment No. 1 to Registration Statement on Form S-1

Filed October 22, 2021

File No. 333-260113

Dear Mr. Fetterolf and Ms. Bagley:

Semper Paratus Acquisition Corporation, a Cayman
Islands exempted company (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated October 26, 2021, regarding the Company’s Amendment
No. 1 to the Registration Statement on Form S-1 submitted to the Commission on October 22, 2021 (the “Amendment No. 1 to the
Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and
have followed the comment with the Company’s response. Concurrently with the transmission of this letter, we are publicly filing
the Company’s Amendment No. 2 to the Registration Statement on Form S-1 (the “Amendment No. 2 to the Registration Statement”)
with the Commission through EDGAR.

Amendment No. 1 to Registration Statement on Form S-1 submitted
October 22, 2021

Exhibits

    1.
    We note the statement in Exhibit 5.1 that counsel has assumed that, among other things, the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization . . .; and (iv) has the corporate power and authority to execute, deliver and perform all its obligations under the Warrant Agreement." We also note the assumptions in paragraph h that the issuance of securities will not conflict with the company's organizational documents. Because it is not appropriate for counsel to assume that the registrant is legally incorporated and has taken all corporate actions necessary to authorize the issuance of the securities, please have counsel remove the relevant assumptions in paragraphs g and h from its legal opinion. For guidance, refer to Section II.B.3.a. of Staff Legal Bulletin No. 19.

In response to the
Staff’s comment, U.S. counsel has revised its legal opinion in Exhibit 5.1 to remove (i) the opinion stating that the Ordinary Shares included in the Units, when the Units are issued and sold by the Company in
the manner contemplated in the Registration Statement and the Prospectus against payment therefor, are validly issued, fully-paid and
nonassessable; and (ii) the assumptions the Staff requested to be
removed. A revised legal opinion is being filed as Exhibit 5.1 to Amendment No. 2 to the Registration Statement.

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Benjamin Richie and Katherine Bagley

Re: Semper Paratus Acquisition Corporation

October 26, 2021

Page 2 of 2

    2.
    We note that your warrant agreement filed as Exhibit 4.4 does not appear to contain an exclusive forum provision, while your disclosure on page 60 states that your warrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings. Please revise your disclosure for consistency, or tell us why there appears to be an inconsistency between your disclosure and your agreement. Further, if there is an exclusive forum provision in your warrant agreement, please ensure that it is consistent with your disclosure in your filing, including informing investors that "these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum." Alternatively, please tell us how you will inform investors of the provision's limited applicability.

We have revised the Warrant Agreement to include an exclusive
forum provision which is consistent with the disclosure on page 60 of the Amendment No. 1 to the Registration Statement. A revised Warrant
Agreement is being filed as Exhibit 4.4 to Amendment No. 2 to the Registration Statement.

We thank the Staff for its review of the foregoing
and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@reedsmith.com
or by telephone at (212) 549-4234, or Eric Klee, at eklee@reedsmith.com or by telephone at (212) 549-0267.

Sincerely,

/s/ Philippe Kurzweil

Philippe Kurzweil

Chief Financial Officer

Semper Paratus Acquisition Corporation

    cc:
    Ari Edelman, Esq.

    Eric Klee, Esq.

United States securities and exchange commission logo
October 26, 2021
B. Ben Baldanza
Chief Executive Officer
Semper Paratus Acquisition Corporation
767 Third Avenue, 38th Floor
New York, New York 10017
Re:Semper Paratus Acquisition Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed October 22, 2021
File No. 333-260113
Dear Mr. Baldanza:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed October 22, 2021
Exhibits
1.We note the statement in Exhibit 5.1 that counsel has assumed that, among other things,
"the Company (i) is duly incorporated and is validly existing and in good standing, (ii) has
requisite legal status and legal capacity under the laws of the jurisdiction of its
organization . . .; and (iv) has the corporate power and authority to execute, deliver and
perform all its obligations under the Warrant Agreement."  We also note the assumptions
in paragraph h that the issuance of securities will not conflict with the company's
organizational documents.  Because it is not appropriate for counsel to assume that the
registrant is legally incorporated and has taken all corporate actions necessary to authorize
the issuance of the securities, please have counsel remove the relevant assumptions in

 FirstName LastNameB. Ben Baldanza
 Comapany NameSemper Paratus Acquisition Corporation
 October 26, 2021 Page 2
 FirstName LastName
B. Ben Baldanza
Semper Paratus Acquisition Corporation
October 26, 2021
Page 2
paragraphs g and h from its legal opinion.  For guidance, refer to Section II.B.3.a. of Staff
Legal Bulletin No. 19.
2.We note that your warrant agreement filed as Exhibit 4.4 does not appear to contain an
exclusive forum provision, while your disclosure on page 60 states that your warrant
agreement will designate the courts of the State of New York or the United States District
Court for the Southern District of New York as the sole and exclusive forum for certain
types of actions and proceedings.  Please revise your disclosure for consistency, or tell us
why there appears to be an inconsistency between your disclosure and your agreement.
Further, if there is an exclusive forum provision in your warrant agreement, please ensure
that it is consistent with your disclosure in your filing, including informing investors that
"these provisions of the warrant agreement will not apply to suits brought to enforce any
liability or duty created by the Exchange Act or any other claim for which the federal
district courts of the United States of America are the sole and exclusive forum."
Alternatively, please tell us how you will inform investors of the provision's limited
applicability.
            You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Klee

CORRESP
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Semper Paratus Acquisition Corporation

767 Third Avenue, 38th Floor

New York, NY 10017

VIA EDGAR

October 22, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Brian Fetterolf and Katherine Bagley

    Re:
    Semper Paratus Acquisition Corporation

  Registration Statement
                                            on Form S-1

  Submitted October 7, 2021

  File No. 333-260113

Dear Mr. Fetterolf and Ms. Bagley:

Semper Paratus Acquisition Corporation, a Cayman
Islands exempted company (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated October 20, 2021, regarding the Company’s Registration
Statement on Form S-1 submitted to the Commission on October 7, 2021 (the “Registration Statement”). For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed the comment with the Company’s
response. Concurrently with the transmission of this letter, we are filing an amendment to the Company’s Registration Statement
with the Commission through EDGAR.

Registration Statement on Form S-1 filed October 7, 2021

Summary

Founder Shares, page 25

    1.
    Please amend your disclosure describing the quorum requirement to highlight why the 27.89% ownership interest held by your initial shareholders and members of your management team would provide the necessary vote if your quorum requirement is satisfied by only the minimum threshold. Additionally, please quantify the combined ownership interest to be held by the sponsor, your management, and the underwriter upon consummation of the initial public offering, including the shares issued as part of the private placement. Please make conforming changes to your risk factor on page 46 titled “If we seek shareholder approval . . . .” Finally, please update your cover page to highlight for investors that, assuming only the minimum number of shares representing a quorum are voted and assuming the over-allotment option is not exercised, no affirmative votes from other public shareholders would be required to approve your initial business combination.

In response to the Staff’s
comment, we have revised the prospectus to state the quorum requirement explicitly and clarify why the 27.89% ownership interest
held by our initial shareholders and members of our management team would provide the necessary vote if our quorum requirement is
satisfied by only the minimum threshold. We likewise quantified the combined ownership interest to be held by the sponsor, our
management, and the underwriter upon consummation of the initial public offering, including the shares issued as part of the private
placement. These changes include conforming changes in the risk factor titled “If we seek shareholder approval . . . .”
and to the cover page to highlight that no affirmative votes from other public shareholders would be required to approve the
initial business combination in this situation.

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Brian Fetterolf and Katherine Bagley

Re: Semper Paratus Acquisition Corporation

October 22, 2021

Page 2 of 2

    2.
    Given that your representative has expressed an interest in purchasing up to 7.0% of the units to be sold in this offering, please tell us whether you are required to have a qualified independent underwriter in accordance with FINRA Rule 5121.

The representative's
potential purchase of up to 7.0% of the units to be sold in this offering would not result in a FINRA "conflict of interest,"
as defined in FINRA Rule 5121(f)(5), for the representative because:

 • the securities offered will not be issued by the representative;

 • the issuer does not control, is not controlled by and is not under common control (within the meaning
of FINRA Rule 5121(f)(6)) with the representative or the representative's associated persons;

 • none of the net offering proceeds (not including underwriting
compensation) will be:

 o used to reduce or retire the balance of a loan or credit facility extended by the representative, its affiliates and its associated
persons; or

 o otherwise directed to the representative, its affiliates and
associated persons; and

 • as a result of the offering and any transactions contemplated
at the time of the offering:

 o the representative will not be an affiliate of the issuer;

 o the representative will not become publicly owned; and

 o the issuer will not become a FINRA member or form a broker-dealer
subsidiary.

Accordingly, because no "conflict of interest,"
as defined in FINRA Rule 5121(f)(5), exists for the representative in connection with the offering, there is no requirement that
a qualified independent underwriter participate in the offering in accordance with FINRA Rule 5121.

We thank the Staff for its review of the foregoing
and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@reedsmith.com
or by telephone at (212) 549-4234, or Eric Klee, at eklee@reedsmith.com or by telephone at (212) 549-0267.

    Sincerely,

    /s/ Philippe Kurzweil

    Philippe Kurzweil

    Chief Financial Officer

    Semper Paratus Acquisition Corporation

    cc:
    Ari Edelman, Esq.

    Eric Klee, Esq.

United States securities and exchange commission logo
October 20, 2021
B. Ben Baldanza
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-1
Filed October 7, 2021
File No. 333-260113
Dear Mr. Baldanza:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 filed October 7, 2021
Summary
Founder Shares, page 25
1.Please amend your disclosure describing the quorum requirement to highlight why the
27.89% ownership interest held by your initial shareholders and members of your
management team would provide the necessary vote if your quorum requirement is
satisfied by only the minimum threshold.  Additionally, please quantify the the combined
ownership interest to be held by the sponsor, your management, and the underwriter upon
consummation of the initial public offering, including the shares issued as part of the
private placement.  Please make conforming changes to your risk factor on page 46 titled
"If we seek shareholder approval . . . ."  Finally, please update your cover page to
highlight for investors that, assuming only the minimum number of shares representing a

 FirstName LastNameB. Ben Baldanza
 Comapany NameSemper Paratus Acquisition Corporation
 October 20, 2021 Page 2
 FirstName LastName
B. Ben Baldanza
Semper Paratus Acquisition Corporation
October 20, 2021
Page 2
quorum are voted and assuming the over-allotment option is not exercised, no affirmative
votes from other public shareholders would be required to approve your initial business
combination.
General
2.Given that your representative has expressed an interest in purchasing up to 7.0% of the
units to be sold in this offering, please tell us whether you are required to have a qualified
independent underwriter in accordance with FINRA Rule 5121.
            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.
            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.
            You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Katherine Bagley at 202-551-2545 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Klee

CORRESP
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Semper Paratus Acquisition Corporation

767 Third Avenue, 38th Floor

New York, NY 10017

VIA EDGAR

October 7, 2021

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, NE

Washington, D.C. 20549

Attn: Benjamin Richie and Katherine Bagley

    Re:
    Semper Paratus Acquisition Corporation

Draft Registration Statement on Form S-1

Submitted June 10, 2021

CIK No. 0001860871

Dear Mr. Richie and Ms. Bagley:

Semper Paratus Acquisition Corporation, a Cayman
Islands exempted company (the “Company,” “we,” “our” or “us”),
hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) dated July 8, 2021, regarding the Company’s Draft Registration
Statement on Form S-1 submitted to the Commission on June 10, 2021 (the “Draft Registration Statement”). For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed the comment with the Company’s response.
Concurrently with the transmission of this letter, we are publicly filing the Company’s Registration Statement on Form S-1 (the
 “Registration Statement”) with the Commission through EDGAR.

Draft Registration Statement on Form S-1 submitted June 10, 2021

The Offering

Exercise Period, page 14

 1. We note the following
                                            disclosure about your warrants:

• the warrants are exercisable the later of 30 days
after the completion of your initial business combination and 12 months from the closing of this offering;

• you have agreed to register the shares underlying
your warrants no later than 15 business days after the closing of your initial business combination; and,

• "if a registration statement covering the
shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing
of [y]our initial business combination, warrantholders may, until such time as there is an effective registration statement and during
any period when we will have failed to maintain an effective registration statement, exercise warrants on a 'cashless basis.'"

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Benjamin Richie and Katherine Bagley

Re: Semper Paratus Acquisition Corporation

October 7, 2021

Page 2 of 4

Please amend your disclosure to clarify how your agreement
to register the shares underlying the warrants relates to the exercise period noted above. In this regard, it appears that warrant holders
may be able to exercise their warrants on a cashless basis within one year, if your business combination closes within 12 months from
the closing of the offering and the 60-day period noted above passes within the same 12 months. If your warrants could be exercisable
within one year, please register the shares underlying the warrants, or tell us why you are not required to do so. For guidance see Securities
Act Sections Compliance and Disclosure Interpretation 103.04.

In response to the Staff’s comment, we have revised
the prospectus to clarify that warrant holders cannot exercise their warrants within one year from the closing of the offering. Therefore,
there is no requirement for the shares underlying the warrants to be registered in connection with the Registration Statement.

 2. Redemption of public
                                            shares and distribution and liquidation if no initial business combination, page 29

You disclose that "initial shareholders and each
member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to any founder shares they hold." You also disclose on pages 35 and 69 that "initial
shareholders will lose their entire investment in us if our initial business combination is not completed (other than with respect to
public shares they may acquire during or after this offering) (emphasis added)." Please revise to clearly disclose whether your initial
shareholders and members of your management are entitled to liquidating distributions from the trust account with respect to any public
shares they may hold, in the event that you do not complete an initial business combination.

In response to the Staff’s comment, we have revised
the disclosure throughout the prospectus to clarify that initial shareholders and members of the management team are not entitled to liquidating
distributions from the trust account with respect to any founder or placement shares they may hold, but are entitled to liquidating distributions
from the trust account with respect to any public shares they may hold, in the event that the initial business combination is not completed.

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Benjamin Richie and Katherine Bagley

Re: Semper Paratus Acquisition Corporation

October 7, 2021

Page 3 of 4

 3. Certain Relationships
                                            and Related Party Transactions, page 144

We note your disclosure that "certain of our officers
and directors are members of our sponsor and own an aggregate of approximately [ ]% of the membership interests of our sponsor."
Please amend your disclosure to clarify which of your officers and directors are members of your sponsor and describe any conflicts of
interest that could result from your officers' and directors' membership interests in your sponsor.

In response to the Staff’s comment, we have revised
the disclosure throughout the prospectus to state that all of the officers and directors of the Company are members of the sponsor, consistent
with disclosures of other similar blank check companies. We believe that the risk factor disclosures in the Registration Statement adequately
describe any conflicts of interest that could result from the officers and directors owning membership interests in the sponsor. For more
details regarding the risks disclosed in the Registration Statement, please see the risk factors with the following headings:

Since our sponsor paid only approximately $0.0021 per
share for the founder shares, certain of our officers and directors could potentially make a substantial profit even if we acquire a target
business that subsequently declines in value.

The value of the founder shares following completion of
our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price
of our ordinary shares at such time is substantially less than $10.20 per share.

Because our initial shareholders will
lose their entire investment in us if our initial business combination is not completed, and because our sponsor, officers and directors
who have an interest in founder shares may profit substantially even under circumstances where our public shareholders would experience
losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination
target is appropriate for our initial business combination. In addition, since our sponsor paid only approximately $0.0021 per share for
the founder shares, certain of our officers and directors could potentially make a substantial profit even if we acquire a target business
that subsequently declines in value.

Since our officers and directors will be eligible to share
in a portion of any appreciation in founder shares purchased at approximately $0.0034 per share, a conflict of interest may arise in determining
whether a particular business combination target is appropriate for our initial business combination.

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Trade & Services

Attn: Benjamin Richie and Katherine Bagley

Re: Semper Paratus Acquisition Corporation

October 7, 2021

Page 4 of 4

We thank the Staff for its review of the foregoing
and the Registration Statement. If you have further comments, please feel free to contact to our counsel, Ari Edelman, at aedelman@reedsmith.com
or by telephone at (212) 549-4234, or Eric Klee, at eklee@reedsmith.com or by telephone at (212) 549-0267.

    Sincerely,

    /s/ Philippe Kurzweil

    Philippe Kurzweil

    Chief Financial Officer

    Semper Paratus Acquisition Corporation

    cc:
    Ari Edelman, Esq.

    Eric Klee, Esq.

United States securities and exchange commission logo
July 8, 2021
Richard Peretz
Executive Chairman
Semper Paratus Acquisition Corp
767 Third Avenue, 38th Floor
New York, New York 10017
Re:Semper Paratus Acquisition Corp
Draft Registration Statement on Form S-1
Submitted June 10, 2021
CIK No. 0001860871
Dear Mr. Peretz:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted June 10, 2021
The Offering
Exercise Period, page 14
1.We note the following disclosure about your warrants:

•the warrants are exercisable the later of 30 days after the completion of your initial
business combination and 12 months from the closing of this offering;

•you have agreed to register the shares underlying your warrants no later than 15
business days after the closing of your initial business combination; and,

•"if a registration statement covering the shares of Class A ordinary shares issuable

 FirstName LastNameRichard Peretz
 Comapany NameSemper Paratus Acquisition Corp
 July 8, 2021 Page 2
 FirstName LastName
Richard Peretz
Semper Paratus Acquisition Corp
July 8, 2021
Page 2
upon exercise of the warrants is not effective by the 60th business day after the
closing of [y]our initial business combination, warrantholders may, until such time as
there is an effective registration statement and during any period when we will have
failed to maintain an effective registration statement, exercise warrants on a 'cashless
basis.'"

Please amend your disclosure to clarify how your agreement to register the shares
underlying the warrants relates to the exercise period noted above.  In this regard, it
appears that warrant holders may be able to exercise their warrants on a cashless basis
within one year, if your business combination closes within 12 months from the closing of
the offering and the 60-day period noted above passes within the same 12 months.  If your
warrants could be exercisable within one year, please register the shares underlying the
warrants, or tell us why you are not required to do so.  For guidance see Securities Act
Sections Compliance and Disclosure Interpretation 103.04.
Redemption of public shares and distribution and liquidation if no initial business combination,
page 29
2.You disclose that "initial shareholders and each member of our management team have
entered into an agreement with us, pursuant to which they have agreed to waive their
rights to liquidating distributions from the trust account with respect to any founder shares
they hold."  You also disclose on pages 35 and 69 that "initial shareholders will lose their
entire investment in us if our initial business combination is not completed (other than
with respect to public shares they may acquire during or after this offering) (emphasis
added)."  Please revise to clearly disclose whether your initial shareholders and members
of your management are entitled to liquidating distributions from the trust account with
respect to any public shares they may hold, in the event that you do not complete an initial
business combination.
Certain Relationships and Related Party Transactions, page 144
3.We note your disclosure that "certain of our officers and directors are members of our
sponsor and own an aggregate of approximately [    ]% of the membership interests of our
sponsor."  Please amend your disclosure to clarify which of your officers and directors are
members of your sponsor and describe any conflicts of interest that could result from your
officers' and directors' membership interests in your sponsor.

 FirstName LastNameRichard Peretz
 Comapany NameSemper Paratus Acquisition Corp
 July 8, 2021 Page 3
 FirstName LastName
Richard Peretz
Semper Paratus Acquisition Corp
July 8, 2021
Page 3
            You may contact Keira Nakada at (202) 551-3659 or Lyn Shenk at (202) 551-3380 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Benjamin Richie at (202) 551-2365 or Katherine Bagley at (202) 551-2545 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric Klee