Full Press Release Details
Paratus Acquisition Corporation Files Registration Statement on Form S-4 in Connection with Proposed Business Combination with Tevogen
York, NY, September 14, 2023 (GLOBE NEWSWIRE) - Semper Paratus Acquisition Corporation (Nasdaq: LGST) ("Semper Paratus"),
a publicly traded special purpose acquisition company, today announced the filing of a registration statement on Form S-4 (the "Registration
Statement") with the U.S. Securities and Exchange Commission relating to Semper Paratus' previously announced proposed business
combination with Tevogen Bio Inc, a clinical-stage specialty immunotherapy biotech pioneer developing off-the-shelf, genetically unmodified
T cell therapeutics in virology, oncology, and neurology.
Registration Statement contains a preliminary proxy statement and prospectus in connection with the previously announced agreement and
plan of merger (the "Merger Agreement") and proposed business combination between Semper Paratus and Tevogen Bio (the "Transaction").
While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides
important information about Tevogen Bio, Semper Paratus, and the Transaction. Upon closing of the Transaction, the combined company will
be named Tevogen Bio Holdings Inc. ("Tevogen Holdings"). Tevogen Holdings common stock and warrants are expected to be listed
on NYSE American under the new ticker symbols "TVGN" and "TVGNW", respectively.
Transaction, which has been approved by the boards of directors of Tevogen Bio and Semper Paratus, is expected to close near the end
of 2023, subject to, among other things, SEC review, approval by Semper Paratus shareholders, regulatory approvals, and the satisfaction
of other customary closing conditions.
Saadi, CEO of Tevogen Bio, remarked, "I congratulate both our dedicated team and our valued partners for achieving this significant
milestone in such a short time. This is a testament to each member's commitment to Tevogen's patient-centric approach of merging affordability
with advanced science - a blueprint for sustainable success in the upcoming era of medicine."
Bio is a clinical-stage specialty immunotherapy company harnessing one of nature's most powerful immunological weapons, CD8+ cytotoxic
T lymphocytes, to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and neurological
disorders with the aim of addressing the significant unmet needs of large patient populations. Tevogen Bio believes that sustainability
and commercial success in the forthcoming era of medicine will rely on ensuring patient accessibility through advanced science and innovative
business models. Tevogen Bio aspires to be the first biotechnology company offering commercially attractive, economically viable, and
cost-effective personalized T cell therapies.
Bio is driven by a team of highly experienced industry leaders and distinguished scientists with drug development and global product
launch experience. Tevogen Bio's leadership believes that accessible personalized immunotherapies are the next frontier of medicine,
and that disruptive business models are required to sustain medical innovation in the post-pandemic world.
Paratus is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization, or similar business combination with one or more businesses. Its principals possess public and private
market investing experience and operational knowledge to bring value added benefits to Tevogen Bio. The Semper Paratus team has substantial
experience investing in and operating businesses in multiple sectors, as well as a significant long-term track record in creatively structuring
transactions to unlock and maximize value.
press release contains certain statements that are not historical facts and are forward-looking statements within the meaning of the
federal securities laws with respect to the Transaction between Semper Paratus and Tevogen Bio, including without limitation statements
regarding the anticipated benefits of the Transaction, the anticipated timing of the Transaction, the implied enterprise value, future
financial condition and performance of Tevogen Bio and the combined company after the closing and expected financial impacts of the Transaction,
the satisfaction of closing conditions to the Transaction, the level of redemptions of Semper Paratus' public stockholders and
the product candidates, products, markets, and expected future performance and market opportunities of Tevogen Bio. These forward-looking
statements generally are identified by the words "believe," "project," "expect," "anticipate,"
"estimate," "intend," "think," "strategy," "future," "opportunity,"
"potential," "plan," "seeks," "may," "should," "will," "would,"
"will be," "will continue," "will likely result," and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to: (i) the risk that the Transaction may not be completed
in a timely manner or at all, which may adversely affect the price of Semper Paratus' securities; (ii) the risk that the Transaction
may not be completed by Semper Paratus' business combination deadline; (iii) the failure to satisfy the conditions to the consummation
of the Transaction, including the approval of the Merger Agreement by the stockholders of Semper Paratus, the satisfaction of the minimum
cash at closing requirements and the receipt of certain governmental, regulatory and third party approvals; (iv) the occurrence of any
event, change or other circumstance that could give rise to the termination of the Merger Agreement; (v) the failure to achieve the minimum
amount of cash available following any redemptions by Semper Paratus' stockholders; (vi) redemptions exceeding anticipated levels
or the failure to meet NYSE initial listing standards in connection with the consummation of the Transaction; (vii) the effect of the
announcement or pendency of the Transaction on Tevogen Bio's business relationships, operating results, and business generally;
(viii) risks that the Transaction disrupts current plans and operations of Tevogen Bio; (ix) the outcome of any legal proceedings that
may be instituted against Tevogen Bio or against Semper Paratus related to the Merger Agreement or the Transaction ; (x) changes in the
markets in which Tevogen Bio competes, including with respect to its competitive landscape, technology evolution, or regulatory changes;
(xi) changes in domestic and global general economic conditions; (xii) the risk that Tevogen Bio may not be able to execute its growth
strategies; (xiii) risks related to the COVID-19 pandemic and response, including supply chain disruptions; (xiv) risk that Tevogen Bio
may not be able to develop and maintain effective internal controls; (xv) costs related to the Transaction and the failure to realize
anticipated benefits of the Transaction or to realize estimated pro forma results and underlying assumptions, including with respect
to estimated stockholder redemptions; (xvi) the ability to recognize the anticipated benefits of the Transaction and to achieve its commercialization
and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition,
the ability of Tevogen Bio to grow and manage growth economically and hire and retain key employees; (xvii) the risk that Tevogen Bio
may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments
in unsuccessful new products and services; (xviii) risks related to the ability to develop, license or acquire new therapeutics; (xix)
the risk that Tevogen Bio will need to raise additional capital to execute its business plan, which may not be available on acceptable
terms or at all; (xx) the risk that Tevogen Bio, post-combination, experiences difficulties in managing its growth and expanding operations;
(xxi) the risk of product liability or regulatory lawsuits or proceedings relating to Tevogen Bio's business; (xxii) uncertainties
inherent in the execution, cost, and completion of preclinical studies and clinical trials; risks related to regulatory review, and approval
and commercial development; (xxiii) risks associated with intellectual property protection; (xxiv) the risk that Tevogen Bio is unable
to secure or protect its intellectual property; and (xxv) Tevogen Bio's limited operating history; (xxvi) uncertainties inherent
in the execution, cost, and completion of preclinical studies and clinical trials; (xxvii) risks related to regulatory review and approval
and commercial development; and (xxviii) those factors discussed in Semper Paratus' filings with the SEC and that that will be
contained in the proxy statement/prospectus relating to the Transaction.
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the "Risk Factors" section of the proxy statement/prospectus and the amendments thereto, the definitive
proxy statement/prospectus, and other documents to be filed by Semper Paratus from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and while Tevogen Bio and Semper Paratus may elect to update these forward-looking statements
at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by applicable law. Neither of Tevogen Bio or Semper Paratus gives any assurance
that Tevogen Bio or Semper Paratus, or the combined company, will achieve its expectations. These forward-looking statements should not
be relied upon as representing Semper Paratus' or Tevogen Bio's assessments as of any date subsequent to the date of this
press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Information and Where to Find It
connection with the Merger Agreement and the Transaction, Semper Paratus has filed relevant materials with the Securities and Exchange
Commission, including a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus of Semper Paratus,
and will file other documents regarding the Transaction with the SEC. This communication is not intended to be, and is not, a substitute
for the proxy statement/prospectus or any other document that Semper Paratus has filed or may file with the SEC in connection with the
Transaction. When available, the definitive proxy statement and other relevant materials for the Transaction will be mailed or made available
to stockholders of Semper Paratus as of a record date to be established for voting on the Transaction. Before making any voting or investment
decision, investors and stockholders of Semper Paratus are urged to carefully read, when they become available, the entire registration
statement, the proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements
to these documents, and the documents incorporated by reference therein, because they will contain important information about Semper
Paratus, Tevogen Bio, and the Transaction. Semper Paratus' investors and stockholders and other interested persons will also be
able to obtain copies of the registration statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus,