---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-057818"
form_type: "8-K"
ticker: "TVGN"
cik: "0001860871"
company_name: "Tevogen Bio Holdings Inc."
filed_at: "2023-05-09T23:59:59+00:00"
generated_at: "2026-06-15T10:17:03.941286+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# SPAC Semper Paratus enters subscription and purchase agreements; cures Nasdaq delinquency

## Summary
- Subscription Agreement with Polar Multi-Strategy Master Fund for $151k capital; SPAC will issue 151k Class A shares at de-SPAC close.
- Purchase Agreement with SSVK Associates for $1: acquires 7,988,889 Class A shares and 1M private placement units; SSVK assumes SPAC obligations.
- SSVK may replace directors/officers; deal conditions include board approval, underwriter consent, filing of Q1 2023 10-Q.
- Nasdaq delisting risk cured after paying $151k fee; company now compliant and securities continue trading.

## SEC filing metadata
- accession: 0001104659-23-057818
- form_type: 8-K
- ticker: TVGN
- cik: 0001860871
- company_name: Tevogen Bio Holdings Inc.
- filed_at: 2023-05-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1860871/000110465923057818/0001104659-23-057818-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1860871/000110465923057818/tm2315115d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-057818
- JSON: https://secwatch.observer/filing/0001104659-23-057818.json
- Plain text: https://secwatch.observer/filing/0001104659-23-057818.txt

## Key facts
- Listing & Compliance Notices
  Tevogen Bio Holdings Inc. received a nasdaq compliance regained notice regarding other (rules 5250(f)).
  - Exchange: nasdaq
  - Notice: compliance regained
  - Rules: 5250(f)
  source text: May 5, 2023, the Company received notification from Nasdaq that the fee delinquency was cured and the Company is now in compliance with Nasdaq’s continued listing standards. The Company’ securities will continue to trade on The Nasdaq Stock Market, and Nasdaq considers the matter closed.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000110465923057818/0001104659-23-057818-index.htm
- Material Agreements
  Tevogen Bio Holdings Inc. entered into Subscription Agreement with Polar Multi-Strategy Master Fund and Semper Paratus Sponsor LLC valued at $151,000 (effective 2023-05-03).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Polar Multi-Strategy Master Fund and Semper Paratus Sponsor LLC
  - Value: $151,000
  - Effective: 2023-05-03
  source text: On May 3, 2023, Semper Paratus Acquisition Corporation (the “Company”) entered into a subscription agreement (“Subscription Agreement”) with Polar Multi-Strategy Master Fund (the “Investor”) and Semper Paratus Sponsor LLC (the “Sponsor”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000110465923057818/0001104659-23-057818-index.htm
- Material Agreements
  Tevogen Bio Holdings Inc. entered into Purchase Agreement with SSVK Associates, LLC and Semper Paratus Sponsor LLC valued at $1.00 (effective 2023-05-04).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: SSVK Associates, LLC and Semper Paratus Sponsor LLC
  - Value: $1.00
  - Effective: 2023-05-04
  source text: On May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Acquirer”) and the Sponsor, pursuant to which the Acquirer will purchase from the Sponsor (x) 7,988,889 Class A Ordinary Shares and (y) 1,000,000 private placement units, each consisting of one Class A Ordinary Share and one-half of one redeemable warrant that is exercisable for one Class A Ordinary Share, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated November 3, 2021, by and among the Company, its officers, directors and the Sponsor, and the Underwriting Agreement, dated November 3, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (the “Underwriting Agreement”)), for an aggregate purchase price of $1.00 (the “Purchase Price”) payable at the time of the initial business combination.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1860871/000110465923057818/0001104659-23-057818-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.