Tevogen Bio to Become Publicly Listed on NYSE via Business Combination with Semper Paratus Acquisition Corporation Tevogen Bio Inc. ("Tevogen Bio") is an advanced-stage specialty immunotherapy biotech pioneer developing

Bio to Become Publicly Listed on NYSE via Business Combination with Semper Paratus Acquisition Corporation

York, NY, June 29, 2023 - Tevogen Bio Inc, a clinical-stage specialty immunotherapy biotech pioneer developing off-the-shelf, genetically

unmodified T cell therapeutics in virology, oncology, and neurology, and Semper Paratus Acquisition Corporation, a publicly traded special

purpose acquisition company, today announced the execution of a merger agreement (the "Merger Agreement"). Upon closing of

the merger (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 the NYSE under the new ticker symbol "TVGN".

Bio is currently focused on developing its pipeline using its precision T cell platform, ExacTcell. ExacTcell is a product development

toolkit that utilizes CD8+ Cytotoxic T Lymphocytes ("CTLs"), also known as Killer T Cells, one of nature's most powerful

weapons against cancer and infection. Unlike currently available genetically engineered T cell therapies, the ExacTcell approach is based

on careful selection of naturally occurring T cells that recognize targets of interest from the body's native T cell receptor pool

and is designed to provide enhanced safety. CD8+ CTLs in ExacTcell-based products also target multiple and distinct antigens to overcome

potential mutational challenges.

Bio's lead product is TVGN 489, an allogeneic, genetically unmodified T cell therapy for the treatment of COVID-19 in highly vulnerable

patient populations, such as the immune-compromised, elderly, and infirm, along with potential applications in Long COVID treatment and

prevention. Tevogen Bio has completed a proof-of-concept clinical trial for TVGN 489, showing positive results, including no dose-limiting

toxicities or significant adverse events related to TVGN 489 observed in any patient at any dose level. TVGN 489 has not been observed

to be compromised by any COVID-19 variant to date.

completion of the Transaction, Tevogen Bio will be pursuing several late-stage clinical trials, expanding manufacturing capacity, and

expediting the development of products targeting life-threatening viral infections, several viral-induced and non-viral-induced common

cancers, and multiple sclerosis.

Bio's founder and CEO, Dr. Ryan Saadi said, "Tevogen Bio's goal is to provide access to the vast and unprecedented

potential of personalized immunotherapies for large patient populations impacted by common cancers and viral infections. To truly steer

towards success in this sector, a highly refined business acumen must seamlessly combine with an intimate understanding of human health,

its implications for all other sectors of the economy, and the far-reaching effects on society at large."

Ajjarapu, CEO of Semper Paratus commented, "We are thrilled to team up with Tevogen Bio, a biopharma company at the cutting-edge

of immunotherapy, and look forward to a partnership for long-term expansion and innovation. Tevogen Bio's rapid growth from concept

to a fully operational biotech company in less than 24 months is the result of ambitious goals and well-executed strategies by its highly

motivated and skilled team of experts. We look forward to supporting Tevogen Bio's patient-centric mission to develop convenient

and accessible immunotherapies for large patient populations while continuing the expansion of its new-era biotech business that integrates

affordability with business sustainability."

the closing of the Transaction, Dr. Ryan Saadi, MD, MPH, will serve as the CEO and Chairman of the Board of Directors of Tevogen Holdings.

The Board of Directors of Tevogen Holdings is also expected to include Professor Curtis Patton, Susan Podlogar, Victor Sordillo, Lindee

Goh, Suren Ajjarapu, and Jeffrey Feike.

Transaction was unanimously approved by the boards of directors of all parties, at an expected combined pro forma enterprise value of

approximately $1.2 billion. In connection with the Transaction, Semper Paratus will migrate out of the Cayman Islands, domesticate as

a Delaware corporation, and rename itself Tevogen Bio Holdings Inc., and Tevogen Bio will merge with and into a newly formed wholly owned

subsidiary of Tevogen Holdings. Additionally, the Transaction includes a contingent earnout in the form of additional equity in Tevogen

Holdings payable to the Tevogen Bio stockholders and Semper Paratus' sponsor. The Transaction is expected to be completed in the

fourth quarter of 2023, subject to, among other things, receipt of applicable governmental, regulatory, and third-party approvals, satisfaction

of minimum closing net tangible asset and cash requirements, and the satisfaction or waiver of other customary closing conditions.

information about the Transaction will be provided in a Current Report on Form 8-K to be filed by Semper Paratus with the Securities

and Exchange Commission (the "SEC") that will be available at www.sec.gov.

Tevogen Bio's Next Generation Precision T Cell Platform

Bio's next generation precision T cell platform is designed to provide increased immunologic specificity to eliminate malignant

and virally infected cells, while allowing healthy cells to remain intact. Multiple, precise candidate targets on viral or malignant

cells are selected in advance for T cell sensitization and effector functions with the goal of overcoming the mutational escape capacity

of cancer cells and viruses while limiting cross-reactivity.

Bio is investigating its technology's potential to overcome the primary barriers to the broad application of personalized T cell

therapies: potency, purity, production-at-scale, and patient-pairing, without the limitations of current approaches. Tevogen Bio's

goal is to provide access to the vast and unprecedented potential of developing personalized immunotherapies for large patient populations

impacted by common cancers and viral infections. The ability to administer TVGN-489 in the outpatient setting and the ongoing work by

Tevogen scientists to use this product in diverse patient populations, highlights Tevogen Bio's commitment to patient accessibility.

Cohen & Company Capital Markets, a division

of J.V.B. Financial Group, LLC are serving as lead capital markets advisors to Semper Paratus. Nelson Mullins Riley & Scarborough

LLP is serving as legal counsel to Semper Paratus, and Marcum LLP is serving as auditors to Semper Paratus. Hogan Lovells US LLP is serving

as legal counsel to Tevogen Bio, and KPMG LLP is serving as auditors to Tevogen Bio.

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