Semper Paratus Acquisition Corp. enters definitive merger with Tevogen Bio at $1.2B enterprise value

Tevogen Bio Holdings Inc.

Merger consideration: $1.2B in Semper Paratus Class A common stock; plus up to 20M earnout shares at price targets of $15, $17.50, $20.
Post-closing board: 7 directors, 6 designated by Tevogen Bio; CEO and CFO of Tevogen to continue in same roles.
Closing conditions: minimum $25M cash at close, shareholder approvals, SEC registration, and $5M net tangible assets.
Outside date: December 5, 2023; no termination fees; equity line of credit $35M-$60M possible but not required.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Tevogen Bio Holdings Inc. entered into Merger Agreement with Semper Paratus Acquisition Corporation, Semper Merger Sub, Inc., SSVK Associates, LLC (effective 2023-06-28).

Action: entry
Agreement: merger
Counterparty: Semper Paratus Acquisition Corporation, Semper Merger Sub, Inc., SSVK Associates, LLC
Effective: 2023-06-28

Exact text from the filing

On June 28, 2023, Semper Paratus Acquisition Corporation, a Cayman Island exempted company (“ Semper Paratus ”) entered into an Agreement and Plan of Merger by and among Semper Paratus, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus (“ Merger Sub ”), SSVK Associates, LLC, Semper Paratus’ sponsor (the “ Sponsor ”), in its capacity as purchaser representative, Tevogen Bio Inc, a Delaware corporation (“ Tevogen Bio ”), and Ryan Saadi, in his capacity as seller representative (as may be amended and/or restated from time to time, the “ Merger Agreement ”)

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Tevogen Bio Holdings Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-022852

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