REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Semper Paratus Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance she

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

Semper Paratus Acquisition Corporation

Opinion on the Financial Statement

We have audited the accompanying balance sheet

of Semper Paratus Acquisition Corporation (the "Company") as of November 8, 2021, and the related notes (collectively referred

to as the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial

position of the Company as of November 8, 2021, in conformity with accounting principles generally accepted in the United States of America.

This financial statement is the responsibility

of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our audit. We are

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required

to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to

perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of

internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2021.

Semper Paratus Acquisition

Semper Paratus Acquisition Corporation

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations

Semper Paratus Acquisition

Corporation (the "Company") was incorporated as a Cayman Islands exempted company on April 21, 2021. The Company was incorporated

for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

with one or more businesses (the "Business Combination").

The Company is not limited

to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging

growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of November 8, 2021, the

Company had not commenced any operations. All activity through November 8, 2021 relates to the Company's formation and Initial Public

Offering ("IPO"), which is described below and, since the offering, the search for a prospective initial Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the

IPO. The registration statement for the Company's IPO was declared effective on November 3, 2021. On November 8, 2021, the Company

consummated the IPO of 30,000,000 units ("Units") with respect to the ordinary shares included in the Units being offered

(the "Public Shares") at $10.00 per Unit generating gross proceeds of $300,000,000, which is discussed in Note 3. The company

has selected December 31 as its fiscal year end.

Simultaneously with the

closing of the IPO, the Company consummated the sale of 1,450,000 private placement units ("Private Placement Units") at

a price of $10.00 per Private Placement Unit in a private placement to the Company's sponsor, Semper Paratus Sponsor LLC (the

"Sponsor") and underwriter Cantor Fitzgerald & Co. ("Cantor") generating gross proceeds of $14,500,000

which is described in Note 4.

Offering costs for the IPO

amounted to $21,266,594, consisting of $6,000,000 of underwriting fees, $14,700,000 of deferred underwriting fees payable (which are held

in the Trust Account (defined below)) and $566,594 of other costs. As described in Note 6, the $14,700,000 of deferred underwriting fee

payable is contingent upon the consummation of a Business Combination by February 8, 2023, subject to the terms of the underwriting agreement.

Simultaneously with the

closing of the IPO, the Company consummated the closing of the sale of 4,500,000 additional Units upon receiving notice of the

underwriter's election to fully exercise its overallotment option ("Overallotment Units"), generating additional

gross proceeds of $45,000,000 and incurring additional offering costs of $2,700,000 in underwriting fees all of which is deferred

until completion of the Company's Business Combination. Simultaneously with the exercise of the overallotment, the Company

consummated the Private Placement of an additional 90,000 Private Placement Units to the Sponsor, generating gross proceeds of

Following the closing of the

IPO, $351,900,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed

in a trust account ("Trust Account") and will be invested in U.S. government securities, within the meaning set forth in Section

2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 180 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions

of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

The Company's management

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private

Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business

Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete

one or more initial Business Combinations having an aggregate fair market value of at least 80% of the assets held in the Trust Account

excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement

to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in

the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance

the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the outstanding

Public Shares (the "Public Shareholders") with the opportunity to redeem all or a portion of their Public Shares upon the

completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or

(ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct

a tender offer will be made by the Company. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion

of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest then in the Trust

Account, net of taxes payable). There will be no redemption rights with respect to the Company's warrants.

All of the Public Shares contain

a redemption feature which allows for the redemption of such Public Shares in connection with the Company's liquidation, if there

is a shareholder vote or tender offer in connection with the Company's Business Combination and in connection with certain amendments

to the Company's amended and restated memorandum and articles of association (the "Memorandum and Articles of Association").

In accordance with Accounting Standards Codification ("ASC") 480-10-S99, redemption provisions not solely within the control

of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity. Given that the Public

Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified

as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption

value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,

if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur

and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected

to recognize the changes immediately. While redemptions cannot cause the Company's net tangible assets to fall below $5,000,001,

the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.