Exhibit 99.1

TEVOGEN BIO INC

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Tevogen Bio Inc:

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Tevogen Bio Inc (the Company) as of December 31, 2023 and 2022, the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses and negative cash flows from operations since inception that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 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 audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, 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 statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2022.

Philadelphia, Pennsylvania

April 26, 2024

TEVOGEN BIO INC

BALANCE SHEETS

See accompanying notes to the financial statements.

TEVOGEN BIO INC

STATEMENTS OF OPERATIONS

See accompanying notes to the financial statements.

TEVOGEN BIO INC

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

See accompanying notes to the financial statements.

TEVOGEN BIO INC

STATEMENTS OF CASH FLOWS

See accompanying notes to the financial statements.

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. BACKGROUND

Tevogen Bio Inc, a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy company harnessing the power of CD8+ cytotoxic T lymphocytes (“CD8+ CTLs”) to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases, cancers, and neurological disorders. The Company’s precision T cell technology platform, ExacTcell, is a set of processes and methodologies to develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactively selected, precisely defined targets. The Company has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of ambulatory, high-risk adult COVID-19 patients, and has other product candidates in its pipeline.

On February 14, 2024, pursuant to the Agreement and Plan of Merger dated June 28, 2023 (the “Merger Agreement”) by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC (“SSVK”), the Company, and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into the Company, with the Company being the surviving entity and a wholly owned subsidiary of Semper Paratus (together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and Semper Paratus was renamed Tevogen Bio Holdings Inc. (“Tevogen Holdings”).

NOTE 2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY

The Company has incurred losses and negative cash flows from operations since inception, including an accumulated deficit of $99,657,737 as of December 31, 2023. The Company anticipates incurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in development. Management believes that cash of $1,052,397 as of December 31, 2023 as well as $2,000,000 to Tevogen Holdings from a Series A Preferred Stock financing in February 2024 and $1,200,000 in connection with the Series A-1 Preferred Stock financing thereafter (see Note 12) is not sufficient to sustain planned operations for 12 months from the issuance date of these financial statements. As a result, the Company has concluded that substantial doubt exists about its ability to continue as a going concern for one year from the date that the financial statements are issued. The accompanying financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Management is currently evaluating different strategies to obtain the additional funding for future operations for subsequent years. These strategies may include but are not limited to private placements of equity and/or debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company could be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects.

Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing research, conducting pre-clinical studies and clinical trials, and pursuing the Business Combination. The Company is subject to those risks associated with any specialty biotechnology company that has substantial expenditures for research and development. There can be no assurance that the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval, or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change and is largely dependent on the services of its employees and consultants.

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB).

Use of Estimates

In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of expenses. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period they are determined to be necessary.

Significant areas that require management’s estimates include the fair value of the common stock, the fair value of the convertible promissory notes, the estimated useful lives of property and equipment and accrued research and development expenses.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant risk on its cash.

Segment Reporting

Operating segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by its chief operating decision maker or decision-making group. The Company views its operations and manages its business in one segment.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

Financial instruments recognized at historical amounts in the balance sheets consist of accounts payable. The Company believes that the carrying value of accounts payable approximates their fair values due to the short-term nature of these instruments.

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

The Company’s recurring fair value measurements primarily consist of the convertible promissory notes, for which the Company has elected the fair value option to reduce accounting complexity. Such fair value measurements are Level 3 inputs. The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory notes, which are described in more detail in Note 8:

There were no transfers between levels during the years ended December 31, 2023 and 2022.

The Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory notes. Significant assumptions and ranges used in determining the fair value of convertible promissory notes include volatility (80%), discount rate (35% - 36%), and probability of a future liquidity event (85% - 95%).

Cash

The Company considers all highly liquid financial instruments with a maturity date of 90 days or less when purchased to be cash equivalents. There were no cash equivalents as of December 31, 2023 and 2022 as all amounts consisted of bank deposits.

Property and Equipment, net

Property and equipment is recorded at cost. Depreciation and amortization is provided using straight-line methods over their respective estimated useful lives. Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred.

The Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its eventual use and disposition. Based on this assessment, management has determined that there was no impairment during the years ended December 31, 2023 and 2022.

Leases

The Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date. Leases with a term greater than one year will be recognized on the balance sheet as right-of-use (“ROU”) assets, current lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets. Lease expense is recognized on a straight-line basis over the expected lease term for operating classified leases.

The Company adopted an accounting policy which provides that leases with an initial term of 12 months or less and without a purchase option that the Company is reasonably certain of exercising will not be included within the lease ROU assets and lease liabilities on its balance sheet.

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

Research and Development Expenses

Research and development activities are expensed as incurred. Costs for clinical trials and manufacturing activities are recognized based on an evaluation of our vendors’ progress towards completion of specific tasks, using data such as participant enrollment, clinical site activations, or information provided to us by vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services were performed. The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of studies, or the services completed. The Company estimates accrued expenses as of each balance sheet date based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided.

Stock-Based Compensation

Compensation cost is measured at the grant date fair value of the award and is recognized over the vesting period of the award. The Company uses the straight-line method to record compensation expense of awards with service-based vesting conditions. The Company accounts for forfeitures of awards as they occur rather than applying an estimated forfeiture rate to stock-based compensation expense. The Company recognizes compensation expense for awards with performance conditions when it is probable that the condition will be met, and the award will vest. The Company estimates the fair value of the Company’s common stock on the date of grant in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (ASC 740) which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. At December 31, 2023 and 2022, the Company has concluded that a full valuation allowance is necessary for its net deferred tax assets.

Net Loss Per Share

The Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period. The Company computes diluted net loss per share by dividing the net loss by the sum of the weighted-average number of common stock outstanding during the period, plus the potential dilutive effects, if any, of unvested shares of common stock and the convertible promissory notes on an as-converted basis. Given the Company’s net loss, the impact of the unvested shares of common stock and the convertible promissory notes are anti-dilutive, and basic and diluted net loss per share for the years ended December 31, 2023 and 2022 are the same.

As of December 31, 2023 and 2022, the Company’s potentially dilutive securities were outstanding restricted stock units and the convertible promissory notes on an as-converted basis. The Company excluded the following potential shares from the computation of diluted net loss per share because including them would have had an anti-dilutive effect:

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

Recently Issued Accounting Standards

In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815 -40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This amended guidance is effective for the Company for annual and interim periods beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the potential impact of the standard on its financial statements.

NOTE 4. PROPERTY AND EQUIPMENT, NET

Property and equipment consists of the following:

Depreciation expense for the years ended December 31, 2023 and 2022 was $163,300 and $90,441, respectively.

NOTE 5. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following:

NOTE 6. LEASES

During 2022, the Company entered into leases for office and laboratory space in Warren Township, New Jersey and Philadelphia, Pennsylvania under operating leases expiring in February 2026 and July 2025, respectively. The leases require fixed monthly payments of rent, as well as a share of operating costs. The leases are classified as operating leases and the lease liabilities were calculated using an incremental borrowing rate of 11.1%, which was determined using a synthetic credit rating model. Lease expense for the year ended December 31, 2023 was $1,050,452, which consisted of $882,626 and $167,826 recognized as a component of research and development expense and general and administrative expense, respectively. This amount included $770,092 of expense under short-term leases. Lease expense for the year ended December 31, 2022 was $629,208, which consisted of $481,971 and $147,237 recognized as a component of research and development expense and general and administrative expense, respectively. This amount included $423,264 of expense under short-term leases.

The weighted average remaining lease term for the Company’s operating leases as of December 31, 2023 was 1.88 years. The weighted average discount rate for the Company’s operating leases for the year ended December 31, 2023 was 11.1%.

Future aggregate minimum rental payments under the operating leases as of December 31, 2023 were as follows:

Total cash payments related to leases for the years ended December 31, 2023 and 2022 were $1,058,754 and $600,366, respectively.

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7. COMMITMENTS AND CONTINGENCIES

Employment contracts

The Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation of benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined in the agreement.

Contingencies

Liabilities for loss contingencies, arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.

NOTE 8. CONVERTIBLE PROMISSORY NOTES

The Company entered into the following convertible promissory notes at December 31, 2023:

Total interest expense incurred on the convertible promissory notes (collectively referred to as the “Notes”) during the years ended December 31, 2023 and 2022 totaled $1,206,697 and $933,082, respectively.

The Company elected the fair value measurement option to account for the Notes. Under this method, changes in fair value are reported in the statements of operations. There were no changes in instrument-specific credit risk for the Notes.

On February 14, 2024, in connection with the consummation of the Business Combination, the Notes and accrued interest were automatically converted into an aggregate of 10,337,419 shares of common stock of Tevogen Holdings.

NOTE 9. STOCK-BASED COMPENSATION

In 2020, the Company adopted the 2020 Equity Incentive Plan (“Incentive Plan”), under which the Company is authorized to grant awards up to an aggregate 4,000,000 shares of non-voting common stock. The Incentive Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards. As of December 31, 2023, awards for 959,667 shares remained available to be granted under the Incentive Plan.

The Company has issued restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions. Compensation expense for service-based RSAs and RSUs are recognized on a straight-line basis over the vesting period of the award. Compensation expense for service-based and performance-based RSAs and RSUs (referred to as “Performance-Based” RSAs and RSUs) are recognized when the performance condition, which is based on a liquidity event condition being satisfied, is deemed probable of achievement. All awards issued for periods presented were non-voting common stock. Performance-Based RSAs forfeited during the year ended December 31, 2022 were voting common stock.

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

RSU activity was as follows:

RSA activity was as follows:

As of December 31, 2023, the performance condition was not probable of achievement and therefore no compensation cost has been recognized. There was $32,338,156 of unrecognized compensation cost related to Performance-Based RSUs as of December 31, 2023 which was subsequently recognized as stock-based compensation expense in the Company’s Statement of Operations in February 2024 upon the consummation of the Business Combination.

All $4,578,732 of the stock-based compensation expense in 2022 was categorized to general and administrative expense in the accompanying statements of operations. No stock-based compensation expense was recognized in 2023.

NOTE 10. INCOME TAXES

Due to the Company’s net losses for 2023 and 2022, as well as the full valuation allowance on its net deferred tax assets as discussed below, the Company did not record any income tax expense or benefit for the years ended December 31, 2023 and 2022.

A reconciliation of income tax benefit at the federal statutory income tax rate to the income tax expense at the Company’s effective income tax rate is as follows:

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

Net deferred tax assets as of December 31, 2023 and 2022 consist of the following:

As of December 31, 2023, the Company has federal net operating loss (NOL) carryforwards of $13,882,569 that can be carried forward indefinitely. Additionally, the Company has state NOL carryforwards of $16,351,869 which begin to expire in 2040.

As of December 31, 2023, the Company has federal and state tax credit carryforwards of $145,515 and $217,646, respectively, which begin to expire in 2040 and 2028, respectively.

The Tax Cuts and Jobs Act resulted in significant changes to the treatment of research and developmental (“R&D”) expenditures under Section 174. For tax years beginning after December 31, 2021, taxpayers are required to capitalize and amortize all R&D expenditures that are paid or incurred in connection with their trade or business. Specifically, costs for U.S. based R&D activities must be amortized over five years and costs for foreign R&D activities must be amortized over 15 years—both using a midyear convention. During the years ended December 31, 2023 and 2022, the Company capitalized $5,104,720 and $7,567,169, respectively, of R&D expenses.

Management has evaluated the positive and negative evidence bearing upon the realizability of the Company’s deferred tax assets. Given the Company’s history of net losses since inception, management has determined that it is more likely than not that the Company will not realize the benefits of its deferred tax assets. As a result, a full valuation allowance has been established at December 31, 2023 and 2022.

Section 382 of the Internal Revenue Code of 1986, as amended, contains rules that limit the ability of a company that undergoes an ownership change to utilize its NOLs and tax credits existing as of the date of such ownership change. Under the rules, such an ownership change is generally any change in ownership of more than 50% of a company’s stock within a rolling three-year period.

A summary of changes in the valuation allowance for net deferred tax assets during the year ended December 31, 2023 and 2022 were as follows:

The Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of any related appeals of litigation processes, based on the technical merits of the position. For tax positions meeting the more likely than not threshold, the tax amount recognized in the financial statements is reduced by the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority. There were no material uncertain tax positions as of December 31, 2023.

TEVOGEN BIO INC

NOTES TO THE FINANCIAL STATEMENTS

The Company recognizes interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position. As of December 31, 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statements of operations and comprehensive loss.

The Company files income tax returns in the United States and various state and local jurisdictions. The federal and state tax returns are generally subject to examination for the years ended December 31, 2020 through December 31, 2023. There are currently no pending tax examinations. To the extent the Company has tax attribute carryforwards, the tax year in which the attribute was generated may still be adjusted upon examination.

NOTE 11. RELATED PARTY TRANSACTIONS

In January 2023, the Company issued 40,000 Performance-Based RSUs to the wife of the Company’s chairman and chief executive officer for advisory services provided to the Company, and 20,000 Performance-Based RSUs to Mehtaphoric Consulting Inc., a company controlled by the daughter of the Company’s chief financial officer, for information technology services provided to the Company. As of December 31, 2023, the performance condition was not probable of achievement and therefore no compensation cost has been recognized. There was $533,600 and $266,800, respectively, of unrecognized compensation cost related to these Performance-Based RSUs.

NOTE 12. SUBSEQUENT EVENTS

The Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through April 26, 2024, the issuance date of these the financial statements, and has not identified any requiring disclosure except as described in Note 1 and Note 8 and as noted below.

In February 2024, Tevogen Holdings sold $2,000,000 of shares of Series A Preferred Stock. In March 2024, Tevogen Holdings entered into an agreement to sell $6,000,000 of Series A-1 Preferred Stock, for which proceeds of $1,200,000 have been received. The shares of Series A Preferred Stock are convertible into a total of 500,000 shares of Tevogen Holdings common stock and the shares of Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of Tevogen Holdings common stock, in each case at the election of the holder. Each of the Series A Preferred Stock and the Series A-1 Preferred Stock is subject to a call right providing Tevogen Holdings the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and there is an effective resale registration statement on file covering the underlying common stock. Each of the Series A Preferred Stock and the Series A-1 Preferred Stock is non-voting, has no mandatory redemption, and carries an annual 5% cumulative dividend, increasing by 2% each year.

In February 2024, in connection with the consummation of the Business Combination, the obligation to pay $1,700,000 of transaction costs included in accounts payable and accrued expenses and other liabilities as of December 31, 2023 was assumed by a third party in consideration for the issuance of Series B Preferred Stock of Tevogen Holdings. The Series B Preferred Stock is non-voting, non-convertible, callable by Tevogen Holdings at any time, and pays a 3.25% quarterly dividend beginning 35 days after issuance. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter.

Exhibit 99.2

TEVOGEN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes filed as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). Some of the information contained in this discussion and analysis, including information with respect to our plans, objectives, expectations, projections, and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set out in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report”), our actual results could differ materially from the results described in or implied by these forward-looking statements. See also the section entitled “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report.

Unless the context otherwise requires, references to the “Company,” “we,” “us,” and “our” in this section generally refer to Tevogen Bio Inc before the Business Combination (as defined below) or, from and after the Business Combination, Tevogen Bio Holdings Inc.

Overview

We are a clinical-stage specialty immunotherapy company harnessing one of nature’s most powerful immunological weapons, CD8+ cytotoxic T lymphocytes (“CD8+ CTLs”), 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. We believe that sustainability and commercial success in the forthcoming era of medicine will rely on ensuring patient accessibility through advanced science, innovative business models, and engagement across the development lifecycle and healthcare system. We aspire to be the first biotechnology company offering commercially attractive, economically viable, and cost-effective personalized T cell therapies.

We believe our allogeneic, precision T cell technology platform, ExacTcell^TM, represents a significant scientific breakthrough that has the potential to produce a new class of off the shelf – manufactured and stored for immediate use – drugs with diverse applications spanning virology, oncology, and neurology. ExacTcell is a set of processes and methodologies to develop, enrich, and expand single human leukocyte antigen (“HLA”) restricted CTL therapies with proactively selected, precisely defined targets. HLA molecules are proteins that play an important role in the immune system’s ability to recognize “self” versus “foreign.” There are numerous HLA types that vary from person to person. CD8+ CTLs, also known as killer T cells, are white blood cells that are part of the immune system and destroy infected, malignant, or otherwise damaged cells. We are focused on using ExacTcell to develop allogeneic therapeutics, meaning therapeutics that are intended to be infused in patients other than the original donor.

ExacTcell therapies are based on carefully selected, naturally occurring CTLs that recognize targets of interest from the body’s native T cell receptor pool, unlike genetically engineered T cell therapies. CD8+ CTLs in ExacTcell-based products target multiple and distinct antigens, with the aim to circumvent the impact of mutations in viruses and cancer cells that can render existing treatments ineffective. ExacTcell is designed to maximize the immunologic specificity of our products in order to eliminate malignant and virally infected cells while allowing healthy cells to remain intact. We believe this high degree of specificity has the potential to significantly reduce the chances of cross-reactivity or adverse impact on healthy cells. Our confidence in ExacTcell is reflected in our development pipeline, which has been carefully tailored to address the unmet needs of large patient populations grappling with life-threatening viral diseases, both viral and non-viral induced cancers, and neurological disorders such as multiple sclerosis.

The first clinical product of ExacTcell, TVGN 489, is being developed to fill a critical gap in COVID-19 therapeutics for the immunocompromised and the high-risk elderly, with potential applications in both treatment and prevention of chronic lingering symptoms of the disease (“Long COVID”). Viruses, including COVID-19, hijack cellular machinery to transform infected cells into virus production plants. Elimination of infected cells is necessary to allow them to be replaced by healthy, uninfected counterparts. TVGN 489 consists of CTLs active against multiple precise, well defined, and well characterized targets across the SARS-CoV-2 genome. The product progressed from pre-discovery to the clinic in less than 18 months, and in January 2023, we completed the Phase 1 proof-of-concept clinical trial of TVGN 489 for the treatment of ambulatory, high-risk adult COVID-19 patients. No dose-limiting toxicities or significant treatment-related adverse events were observed in the treatment arm. Secondary endpoints showing a rapid reduction of viral load and that infusion of TVGN 489 did not prevent development of the patients’ own T cell-related (cellular) or antibody-related (humoral) anti-COVID-19 immunity were also met. None of the patients who participated in the trial reported progression of infection, reinfection, or the development of Long COVID during the six-month follow-up period. These clinical observations were mirrored by laboratory evidence of the persistence of TVGN 489 cells for at least six months after treatment. We hope to launch a pivotal trial of TVGN 489 in COVID-19 patients with B cell malignancies as soon as late 2024, with studies of other highly vulnerable populations thereafter. TVGN 489 is also in preclinical development for treatment and prevention of Long COVID.

Since commencing operations in June 2020, we have devoted substantially all our efforts and financial resources to establishing corporate governance, recruiting essential staff, establishing research and development capability including securing laboratory space and equipment, conducting scientific research, securing intellectual property rights to our inventions related to our product candidates and ExacTcell, carrying out drug discovery including pre-clinical studies and our Phase 1 clinical trial of TVGN 489, raising capital, and pursuing the Business Combination.

To date, we have not generated any revenue. As a result, we have never been profitable and have incurred net losses since the commencement of our operations. Our net losses for the years ended December 31, 2023 and 2022, were $60.5 million and $22.0 million, respectively. As of December 31, 2023, we had an accumulated deficit of $99.7 million, and cash of $1.1 million.

On February 14, 2024, we entered into a securities purchase agreement with an investor, pursuant to which the investor purchased 500 shares of our Series A Preferred Stock for an aggregate purchase price of $2.0 million. On March 27, 2024, we entered into an Amended and Restated Securities Purchase Agreement with the investor pursuant to which we amended and restated the original agreement and the investor agreed to purchase 600 shares of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million, for which proceeds of $1.2 million have been received. The shares of Series A Preferred Stock are convertible into a total of 500,000 shares of our common stock at the election of the holder, and the shares of Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of the Company’s common stock. Each of the Series A Preferred Stock and Series A-1 Preferred Stock is subject to a call right providing us the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and there is an effective resale registration statement on file covering the underlying common stock. The Series A Preferred Stock and the Series A-1 Preferred is non-voting, has no mandatory redemption, and carries an annual 5% cumulative dividend, increasing by 2% each year, and the dividend on the Series A-1 Preferred Stock is capped at 15% per annum.

Based on cash on hand as of the date of this report, as well as our history of operating losses and negative cash flows from operation combined with our anticipated use of cash, we have concluded that we do not have sufficient cash to fund our operations for 12 months from the issuance date of our financial statements, and as a result, under applicable accounting standards and disclosure rules, there is substantial doubt about our ability to continue as a going concern. In making this determination, applicable accounting standards prohibited us from considering the potential mitigating effect of plans that have not been fully implemented as of the date of our financial statements, including without limitation plans to raise additional capital.

We do not expect to generate product revenue unless and until we obtain marketing approval for and successfully commercialize TVGN 489 or another product candidate, and we cannot assure you that we will ever generate significant revenue or profits. We expect to incur significant expenses related to expanding our research and development capability, building our manufacturing infrastructure including through acquisitions, and developing our commercialization organization, including reimbursement, marketing, managed market, and distribution functions, and training and deploying a specialty medical science liaison team.

On February 14, 2024, pursuant to the agreement and plan of merger dated June 28, 2023 (the “Merger Agreement”) by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC, the Company, and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into the Company, with the Company being the surviving company and a wholly owned subsidiary of Semper Paratus (the “Merger,” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and Semper Paratus was renamed Tevogen Bio Holdings Inc.

Components of our Results of Operations

Revenue

To date, we have not generated any revenue, and we do not expect to generate any revenue from the sale of products unless and until we obtain marketing approval for and commercialize TVGN 489 or another product candidate.

Operating Expenses

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for our research activities, including staffing, discovery efforts, preclinical studies, and clinical development of TVGN 489, and preclinical studies of other product candidates, and include:

Research and development activities are central to the biotechnology business model. Product candidates in later stages of clinical development generally have higher development costs than those in earlier stages, primarily due to the increased study sizes, which also leads generally to longer patient enrollment times in later-stage clinical trials. We expect our research and development expenses to increase significantly over the next several years as we increase manufacturing, shipping, and storage of clinical batches required for clinical trials, incur increased personnel costs, including stock-based compensation, conduct planned clinical trials for TVGN 489 and other clinical and pre-clinical activities for other product candidates, and prepare regulatory filings for any of our product candidates.

The successful development of our current or future product candidates is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing, and costs of the efforts that will be necessary to complete the development of any product candidates. The success of TVGN 489 and our other product candidates will depend on several factors, including the following:

A change in the outcome of any of these variables concerning the development, manufacturing, or commercialization activities of a product candidate could result in a significant change in the costs and timing associated with the development of that product candidate. For example, if we are required to conduct additional clinical trials or other testing of our product candidates beyond those that we currently contemplate, if we are unable to successfully complete clinical trials of our product candidates or other testing, if the results of these trials or tests are not positive or are only modestly positive, if there are safety concerns, or if we determine that the observed safety or efficacy profile would not be competitive in the marketplace, we could be required to expend significant additional financial resources and time on the completion of clinical development. Product commercialization will take several years, and we expect to spend a significant amount in development costs.

General and Administrative Expenses

General and administrative expenses primarily consist of personnel expenses, which include salaries, benefits, and stock-based long term inventive compensation for employees. These expenses also encompass corporate facility costs such as rent, utilities, depreciation, and maintenance, as well as costs not classified under research and development expenses. Legal fees pertaining to intellectual property and corporate matters, as well as fees for accounting and consulting services, are also included in general and administrative expenses.

We expect that our general and administrative expenses will increase in the future to support our continued research and development activities, potential commercialization efforts, and increased costs of operating as a public company. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, lawyers, accountants, and recruitment firms, among other expenses. Increased costs associated with being a public company will also include expenses related to services associated with maintaining compliance with Securities and Exchange Commission and Nasdaq Stock Market requirements, insurance, and investor relations costs. If any of our current or future product candidates obtains marketing approval, we expect that we would incur significantly increased expenses associated with sales and marketing efforts.

Interest Expense, Net

Interest expense, net consists primarily of interest on our convertible promissory notes, partially offset by interest earned on bank deposits. (See “—Sources of Liquidity” below.)

Change in Fair Value of Convertible Promissory Notes

U.S. accounting standards provide entities with an option to measure many financial instruments and certain other items at fair value. As a result of us electing this option, we record all convertible promissory notes at fair value with changes in fair value reported in our statement of operations.

Income Tax Provision

Since inception, we have incurred significant net losses. As of December 31, 2023, we had net operating loss carryforwards (“NOLs”) for federal and state income tax purposes of $13.9 million and $16.4 million, respectively. We have provided a valuation allowance against the full amount of our net deferred tax assets since, in the opinion of our management, based upon our historical and anticipated future losses, it is more likely than not that the benefits will not be realized.

Our utilization of our NOLs may be subject to a substantial annual limitation in the event of certain cumulative changes in the ownership interest of significant stockholders over a three-year period in excess of 50%, as defined under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, respectively, as well as similar state provisions.

Results of Operations

Comparison of the years ended December 31, 2023 and 2022

The following table summarizes our results of operations for the years ended December 31, 2023 and 2022:

Research and Development Expenses

We track outsourced development and personnel costs and other external research and development costs of our TVGN 489 program. We do not track our internal research and development costs on a program-by-program basis. The following table summarizes our research and development expenses for the years ended December 31, 2023 and 2022:

Research and development expenses for the year ended December 31, 2023 were $4.4 million, compared to $5.8 million for the year ended December 31, 2022. The decrease was primarily attributable to a $0.7 million decrease in costs related to TVGN 489 and a $1.9 million decrease in other clinical and pre-clinical development expenses for other product candidates, partially offset by a $0.8 million increase in personnel costs and a $0.4 million increase in facilities and other expenses.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the years ended December 31, 2023 and 2022:

General and administrative expenses for the year ended December 31, 2023 were $4.4 million compared to $7.9 million for the year ended December 31, 2022. The decrease was primarily attributable to a $4.7 million decrease in personnel costs since there was no stock-based compensation expense for the year ended December 31, 2023 as all remaining unvested share-based awards include performance conditions that are not probable of being achieved and a $0.1 million decrease in facilities and other expenses, partially offset by a $1.3 million increase in legal and professional costs attributable to the Business Combination.

Interest Expense, Net

We recognized $1.2 million and $0.9 million in interest expense for the years ended December 31, 2023 and 2022, respectively, which was attributable primarily to the outstanding principal balance associated with our convertible promissory notes.

Change in Fair Value of Convertible Promissory Notes

We recognized a $50.4 million and $7.4 million non-cash charge for the change in fair value of the convertible promissory notes for the years ended December 31, 2023 and 2022, respectively. The increase of $43.0 million was primarily caused by an increase in the underlying estimated fair value of our common stock during 2023.

Liquidity and Capital Resources

Sources of Liquidity

As of December 31, 2023, we had $1.1 million in cash and an accumulated deficit of $99.7 million compared to $5.5 million in cash and an accumulated deficit of $39.2 million as of December 31, 2022. To date, we have not yet commercialized any products or generated any revenue from product sales and have financed our operations primarily with proceeds from the sale of convertible promissory notes and research tax credits. Since January 2021, we have raised aggregate gross proceeds of $24.0 million from the sale of convertible promissory notes.

Cash Flows

The following table summarizes our cash flows for the years ended December 31, 2023 and 2022:

Cash Flows from Operating Activities

During the year ended December 31, 2023, we used $8.2 million of net cash in operating activities. Cash used in operating activities reflected our net loss of $60.5 million offset by $52.0 million of non-cash charges related to the change in the fair value of the convertible promissory notes, depreciation expense, reductions in the operating right of use (“ROU”) assets, non-cash interest on the convertible promissory notes, and a $0.3 million net change in our operating assets and liabilities attributable to the timing of our payments to our vendors for research and development activities.

During the year ended December 31, 2022, we used $8.7 million of net cash in operating activities. Cash used in operating activities reflected our net loss of $22.0 million offset by $13.1 million of non-cash charges related to the change in the fair value of the convertible promissory notes, depreciation expense, stock-based compensation, reductions in the operating ROU assets, and a $0.3 million net change in our operating assets and liabilities attributable to the timing of our payments to our vendors for research and development activities.

Cash Flows from Investing Activities

During the years ended December 31, 2023 and 2022, we used $0.1 million and $0.5 million respectively, for the purchase of property and equipment.

Cash Flows from Financing Activities

During the years ended December 31, 2023 and 2022, we received $4.0 million and $7.5 million respectively, of net cash from financing activities attributable to the proceeds from the convertible promissory notes.

Funding Requirements

Our primary sources of funds to meet our near-term liquidity and capital requirements include cash on hand, including the funding we have received from the sale of our Series A Preferred Stock and the funding we expect to receive from the sale of our Series A-1 Preferred Stock. On February 14, 2024, we entered into a securities purchase agreement with an investor pursuant to which an investor agreed to purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million. On March 27, 2024, we entered into an agreement pursuant to which that amount was reduced to $2.0 million and the investor agreed to purchase shares of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million. We have not yet received full payment for those shares. Even if we receive such proceeds, we will still need additional capital to fully implement our business, operating, and development plans.

We expect to devote substantial financial resources to our ongoing and planned activities, particularly as we conduct our planned clinical trials of TVGN 489 and other product candidates.

Identifying potential product candidates and conducting pre-clinical testing and clinical trials is a time-consuming, expensive, and uncertain process that takes years to complete, and we may never generate the necessary data or results required to obtain marketing approval and achieve product sales. In addition, our product candidates, if approved, may not achieve commercial success.

We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our pre-clinical studies and clinical trials. In addition, if we obtain marketing approval for TVGN 489 in any indication or for any other product candidate we are developing or develop in the future, we expect to incur significant commercialization expenses related to product manufacturing, sales, marketing, and distribution. Furthermore, we expect to incur increased costs associated with operating as a public company. Accordingly, we will need to obtain substantial additional funding.

Our future capital requirements will depend on many factors, including:

As of December 31, 2023, we had cash of $1.1 million, and we raised $2.0 million from the sale of our Series A Preferred Stock in the first quarter of 2024 and $1.2 million in connection with the Series A-1 Preferred Stock financing thereafter. Based on our cash balance, as well as our history of operating losses and negative cash flows from operation combined with our anticipated use of cash to, among other things, fund the preclinical and clinical development of our products, identify and develop new product candidates, and seek approval for TVGN 489 and our other product candidates and any other product candidates we may develop, management has concluded that we do not have sufficient cash to fund our operations for 12 months from the date of our financial statements included as Exhibit 99.1 to this Current Report without additional financing, and as a result, under applicable accounting requirements and disclosure rules, there is substantial doubt about our ability to continue as a going concern. In making this determination, applicable accounting standards prohibited us from considering the potential mitigating effect of plans that have not been fully implemented as of the date of our financial statements, including raising additional capital. Our financial information has been prepared on a basis that assumes that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. This financial information and our financial statements do not include any adjustments that may result from an unfavorable outcome of this uncertainty.

Until such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination of public and private equity offerings and debt financings, strategic alliances, collaborations, and marketing, distribution, or licensing arrangements. However, adequate additional financing may not be available to us on acceptable terms, or at all, and may be impacted by the economic climate and market conditions. See the risk factor in our Annual Report captioned “We will require substantial additional financing to pursue our business objectives, which may not be available on acceptable terms, or at all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development, commercialization efforts or other operations.”

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and commitments as of December 31, 2023:

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum, or variable price provisions, and the approximate timing of the actions under the contracts. Our contracts with CROs, CMOs, and other third parties for the manufacture of our product candidates and to support pre-clinical research studies and clinical testing are generally cancelable by us upon prior notice and do not contain any minimum purchase commitments. Payments due upon cancellation consisting only of payments for services provided or expenses incurred, including noncancelable obligations of our service providers, up to the date of cancellation are not included in the table above as the amount and timing of such payments are not known.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses, the fair value of our common stock, the fair value of our convertible promissory notes, and stock-based compensation. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, including those factors set out in the “Risk Factors” section of our Annual Report. See also the section entitled “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report.

While our significant accounting policies are described in more detail in Note 3 to our audited financial statements included as Exhibit 99.1 to this Current Report, we believe the following accounting policies are the most critical to the judgments and estimates used in the preparation of our financial statements or involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operation.

Research and Development Expenses

Research and development activities are expensed as incurred. As part of the process of preparing our financial statements, we are required to estimate our accrued research and development expenses, including those related to clinical trials and product candidate manufacturing. This process involves reviewing open contracts and purchase orders, communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the services when we have not yet been invoiced or otherwise notified of actual costs. Our service providers invoice us in arrears or require prepayments for services performed, as well as on a pre-determined schedule or when contractual milestones are met. We make estimates of our accrued expenses as of each balance sheet date in the financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of the estimates with the service providers and make adjustments if necessary. Examples of estimated accrued research and development expenses include fees paid to:

Costs for clinical trials and manufacturing activities are recognized based on an evaluation of our vendors’ progress towards completion of specific tasks, using data such as participant enrollment, clinical site activations, or information provided to us by our vendors regarding their actual costs incurred. Payments for these activities are based on the terms of individual contracts and payment timing may differ significantly from the period in which the services were performed. We determine accrual estimates through reports from and discussions with applicable personnel and outside service providers as to the progress or state of completion of studies, or the services completed. Our estimates of accrued expenses as of each balance sheet date are based on the facts and circumstances known at the time. Costs that are paid in advance of performance are deferred as a prepaid expense and amortized over the service period as the services are provided.

Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, there have not been any material adjustments to our prior estimates of accrued research and development expenses. However, due to the nature of estimates, we cannot assure you that we will not make changes to our estimates in the future as we become aware of additional information about the status or conduct of our clinical trials and other research activities.

Stock-Based Compensation

Awards under our compensation plans are accounted for in accordance with Accounting Standards Codification 718, Compensation – Stock Compensation. Compensation cost is measured at the grant date fair value of the award and is recognized over the vesting period of the award. We use the straight-line method to record compensation expense of awards with service-based vesting conditions. We account for forfeitures of stock-based awards as they occur. We recognize share-based compensation expense for awards with performance conditions when it is probable that the condition will be met, and the award will vest. Prior to the Merger, we estimated the fair value of our common stock in accordance with the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Estimating the fair value of common stock

We are required to estimate the fair value of shares of our common stock underlying our stock-based awards and in connection with valuing our convertible promissory notes. Because our common stock was not publicly traded prior to February 15, 2024, the fair value of our common stock has been estimated on each grant date by our board of directors, with input from our management, considering third-party valuations of our common stock.

Our board of directors considered various objective and subjective factors to estimate the estimated fair value of our common stock, including:

Fair Value Measurements

Our recurring fair value measurements primarily consist of the convertible promissory notes, for which we have elected the fair value option. As a result of our electing this option, we record our convertible promissory notes at fair value.

We use the Probability Weighted Expected Return Method (“PWERM”) valuation methodology to determine the fair value of the convertible promissory notes for all the periods presented. The PWERM is a scenario-based methodology that estimates the fair value based upon an analysis of future values for the company, assuming various outcomes. The value is based on the probability-weighted present value of expected future investment returns considering each of the possible outcomes available. The future value under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value. Significant assumptions used in determining the fair value of convertible promissory notes include volatility, discount rate, and probability of a future liquidity event.

Recent Accounting Pronouncements

See Note 3 on page F-8 to our financial statements included as Exhibit 99.1 to this Current Report for a description of recent accounting pronouncements applicable to our financial statements.

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Tevogen Bio Holdings Inc. (“Tevogen Holdings”), formerly known as Semper Paratus Acquisition Corporation (“Semper Paratus”), is providing the following unaudited pro forma condensed combined financial information that presents the combination of the financial information of Semper Paratus and Tevogen Bio Inc., formerly known as Tevogen Bio Inc (“Tevogen Bio”), adjusted to give effect to the Business Combination (as defined below) and related transactions (collectively, the “Transaction Accounting Adjustments”). Unless the context otherwise requires, references to the “Company,” “we,” “us,” and “our” in this section generally refer to Tevogen Holdings following the Business Combination.

On February 14, 2024 (the “Closing Date”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”) 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’s former sponsor (the “Sponsor”), in its capacity as purchaser representative, Tevogen Bio, and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving company and a wholly owned subsidiary of Semper Paratus (the “Merger,” and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the closing of the Business Combination (the “Closing”), we changed our name from “Semper Paratus Acquisition Corporation” to “Tevogen Bio Holdings Inc.” As of the open of trading on February 15, 2024, our common stock and public warrants began trading on The Nasdaq Stock Market LLC (“Nasdaq”) as “TVGN” and “TVGNW,” respectively.

As consideration for the Merger, Tevogen Bio’s common stockholders received, in the aggregate, 120.0 million shares of our common stock, valued at $10.00 per share, for an aggregate value equal to $1,200,000,000. Tevogen Bio’s former common stockholders will also be entitled to receive, in the aggregate, an additional 20,000,000 shares of our common stock (the “Earnout Shares”) in the event that the volume-weighted average price of our common stock, collectively, exceeds three separate market conditions as follows: (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the former holders of Tevogen Bio common stock will be entitled to receive an additional 6,666,667 shares of our common stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, in which case those former holders will be entitled to receive an additional 6,666,667 shares of our common stock, and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, in which case those former holders will be entitled to receive an additional 6,666,666 shares of our common stock (each separate issuance of shares in accordance with meeting the aforementioned three market conditions, an “Earnout Share Payment”). In addition, for each Earnout Share Payment, we will also issue to the Sponsor an additional 1,500,000 shares of our common stock.

Under the terms of the Merger Agreement, each restricted stock unit with respect to shares of the common stock of Tevogen Bio (each “Tevogen Bio RSU”) that was then unvested was canceled and converted into an award under the Tevogen Bio Holdings Inc. 2024 Omnibus Plan (the “2024 Plan”) with respect to a number of RSUs to be settled in our common stock (“Rollover RSUs”) equal to the product, rounded up to the nearest whole number, of (i) the number of shares of the common stock of Tevogen Bio subject to the Tevogen Bio RSU as of immediately prior to the effective time of the Merger (the “Effective Time”), multiplied by (ii) approximately 4.84 (the “Exchange Ratio”).

Pursuant to the Merger Agreement, each Rollover RSU generally is subject to the same terms and conditions (including applicable vesting, expiration, and forfeiture provisions) that applied to the corresponding Tevogen Bio RSU immediately prior to the Effective Time. Prior to the consummation of the Business Combination, the vesting of all of the Tevogen Bio RSUs was subject to the satisfaction of both a service-based condition and a liquidity event condition. The Tevogen Bio RSUs vest only to the extent both conditions have been satisfied. The liquidity condition for all of the Tevogen Bio RSUs was satisfied by the consummation of the Business Combination. As a result, Rollover RSUs vested on the Closing Date to the extent that their related service-based conditions had also been satisfied as of the Closing Date, resulting in the vesting of Rollover RSUs for 7,146,688 shares of our common stock on the Closing Date in addition to the approximately 120,000,000 shares issued as consideration for the Merger. The Rollover RSUs have not yet been settled into shares of our common stock.

On February 14, 2024, we entered into a securities purchase agreement and a letter agreement with an investor pursuant to which the investor agreed to purchase shares of our Series A Preferred Stock for an aggregate purchase price of $2.0 million. On March 27, 2024, we entered into an Amended and Restated Securities Purchase Agreement with the investor pursuant to which we amended and restated the original agreement and the investor agreed to purchase of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million, for which proceeds of $1.2 million have been received.

The shares of Series A Preferred Stock are convertible into a total of 500,000 shares of Common Stock at the election of the holder and the Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of Common Stock at the election of the holder. The Series A Preferred Stock and the Series A-1 Preferred Stock are subject to a call right providing us the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and in each case there is an effective resale registration statement on file covering the underlying common stock. Each of the Series A Preferred Stock and the Series A-1 Preferred Stock is non-voting, has no mandatory redemption, and carries an annual 5% cumulative dividend, increasing by 2% each year. So long as each of the Series A Preferred Stock and Series A-1 Preferred Stock is outstanding, we will not, without the written consent of the holders of 50.1% of the Series A Preferred Stock and the Series A-1 Preferred Stock, amend, alter, or repeal any provision of our certificate of incorporation or bylaws in a manner adverse to such series of Preferred Stock. The investor in the Series A Preferred Stock and the Series A-1 Preferred Stock is an entity associated with Dr. Manmohan Patel, who is a beneficial owner of more than 5% of the Common Stock.

In connection with the consummation of the Business Combination, Semper Paratus entered into an agreement as of February 14, 2024 with the Sponsor, pursuant to which Semper Paratus assigned to the Sponsor and the Sponsor assumed certain liabilities and obligations, including liabilities and obligations that became liabilities and obligations of the Company as a result of the Business Combination, in the amount of $3.6 million, in consideration for the issuance of preferred stock of the Company (the “Series B Preferred Stock”).

The Series B Preferred Stock is non-voting, non-convertible, callable by us at any time, and pays a 3.25% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by us on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations. The dividend rate increases by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter.

On February 14, 2024, Semper Paratus entered into agreements with the Sponsor and Mr. Ajjarapu pursuant to which (i) the Sponsor agreed to convert $1.5 million in principal amount of loans that it made to Semper Paratus and (ii) Mr. Ajjarapu agreed to convert $240,000 in principal amount of loans that he made to the Sponsor, which funds had then been passed along to Semper Paratus, into shares of Semper Paratus common stock at a conversion price of $10.00 per share of Semper Paratus common stock, following which the loans were terminated and deemed to be of no further force or effect.

In connection with the consummation of the Business Combination, Semper Paratus assumed all obligations of Tevogen Bio under certain convertible promissory notes issued by Tevogen Bio (the “Tevogen Bio Convertible Notes”) pursuant to a written assumption agreement. The Tevogen Bio Convertible Notes converted pursuant to their terms immediately following the Closing into shares of our common stock, resulting in the issuance of 10,337,419 shares of our common stock on the Closing Date, in addition to the shares issued as consideration for the Merger and shares issuable upon vesting and settlement of Rollover RSUs. Reflective of the conversion of the Tevogen Bio Convertible Notes in connection with the consummation of the Business Combination, there are no liabilities associated with convertible promissory notes shown on the following unaudited pro forma condensed combined balance sheet, and the non-cash charge related to the change in the fair value of the convertible promissory notes has been eliminated from the following unaudited pro forma condensed combined statement of operations.

In addition, in satisfaction of a condition to the Closing of the Business Combination, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to Dr. Saadi (the “Special RSUs”).

The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, the Company, which is the legal acquirer, is treated as the “acquired” company for financial reporting purposes and Tevogen Bio is treated as the accounting acquirer. Tevogen Bio has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

The Business Combination is accounted for as the equivalent of a capital transaction in which Tevogen Bio has issued stock for the net assets of Semper Paratus. The net assets of Semper Paratus are carried-over at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are of Tevogen Bio.

The following unaudited pro forma condensed combined balance sheet as of December 31, 2023 combines the historical balance sheet of Semper Paratus as of December 31, 2023 with the historical balance sheet of Tevogen Bio as of December 31, 2023 giving further effect to the Pro Forma Adjustments, as if the Business Combination had been consummated as of December 31, 2023.

The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 combine the historical statement of operations of Semper Paratus for the year ended December 31, 2023 and the historical statement of operations of Tevogen Bio for the year ended December 31, 2023, giving effect to the Pro Forma Adjustments as if the Business Combination had been consummated on January 1, 2023, the beginning of the fiscal year.

The unaudited pro forma condensed combined financial information has been derived from and should be read in conjunction with:

The unaudited pro forma condensed combined financial information is for illustrative purposes only and is not necessarily indicative of what the actual results of operations and financial position would have been had the transactions included in the Pro Forma Adjustments taken place on the dates indicated, nor are they indicative of our future results of operations or financial position. The Pro Forma Adjustments are based on currently available information and certain assumptions and estimates that we believe are reasonable under the circumstances. In addition, a review is in process to align all accounting policies among the two entities. Therefore, the results below are not necessarily indicative of figures post-transaction, and it is possible that the difference may be material.

TEVOGEN BIO HOLDINGS INC.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of December 31, 2023

(in thousands, except share and per share amounts)

See accompanying notes to the unaudited pro forma condensed combined financial information.

TEVOGEN BIO HOLDINGS INC.

Unaudited Pro Forma Condensed Combined STATEMENTS of Operations

For the Year Ended December 31, 2023

(in thousands, except share and per share amounts)

See accompanying notes to the unaudited pro forma condensed combined financial information.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Description of the Business Combination

On the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving company and a wholly owned subsidiary of Semper Paratus. In connection with the Closing, Semper Paratus changed its name to Tevogen Bio Holdings Inc. As of the open of trading on February 15, 2024, the Company’s common stock and public warrants began trading on Nasdaq as “TVGN” and “TVGNW,” respectively.

As consideration for the Merger, Tevogen Bio’s common stockholders received, in the aggregate, 120.0 million shares of our common stock, valued at $10.00 per share, for an aggregate value equal to $1,200,000,000. Tevogen Bio’s former common stockholders will also be entitled to receive, in the aggregate, an additional 20,000,000 shares of the Company’s common stock in the event that the volume-weighted average price of the Company’s common stock, collectively, exceeds three separate market conditions as follows: (a) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the former holders of Tevogen Bio common stock will be entitled to receive an additional 6,666,667 shares of the Company’s common stock, (b) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, in which case those former holders will be entitled to receive an additional 6,666,667 shares of the Company’s common stock, and (c) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date until the 36-month anniversary of the Closing Date, in which case those former holders will be entitled to receive an additional 6,666,666 shares of the Company’s common stock (each separate issuance of shares in accordance with meeting the aforementioned three market conditions, an “Earnout Share Payment”). In addition, for each Earnout Share Payment, the Company will also issue to the Sponsor an additional 1,500,000 shares of the Company’s common stock.

Under the terms of the Merger Agreement, each Tevogen Bio RSU that was then unvested was canceled and converted into a Rollover RSU for a number of shares of the Company’s common stock equal to the product, rounded up to the nearest whole number, of (i) the number of shares of the common stock of Tevogen Bio subject to the Tevogen Bio RSU as of immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

Pursuant to the Merger Agreement, each Rollover RSU generally would be subject to the same terms and conditions (including applicable vesting, expiration, and forfeiture provisions) that applied to the corresponding Tevogen Bio RSU immediately prior to the Effective Time. The vesting of all of the unvested Tevogen Bio RSUs as of the Closing was subject to the satisfaction of both a service-based condition and a liquidity event condition. The Tevogen Bio RSUs would vest only to the extent both conditions have been satisfied. The liquidity condition for all of the Tevogen Bio RSUs would be satisfied by, among other things, the closing of an acquisition of Tevogen Bio by a special purpose acquisition company the shares of which are publicly traded on a U.S. national stock exchange or securities market, and therefore was satisfied by the consummation of the Business Combination. As a result, Rollover RSUs vested on the Closing Date to the extent that their related service-based conditions had also been satisfied as of the Closing Date, resulting in the vesting of Rollover RSUs for 7,146,688 shares of the Company’s common stock on the Closing Date in addition to the approximately 120,000,000 shares issued as consideration for the Merger. The Rollover RSUs have not yet been settled into shares of Tevogen Holdings common stock.

In February 2024, Tevogen Holdings sold $2,000,000 of shares of Series A Preferred Stock. In the second quarter of 2024, Tevogen Holdings expects to issue Series A-1 Preferred Stock for an aggregate purchase price of $6,000,000.

The shares of Series A Preferred Stock are convertible into a total of 500,000 shares of Common Stock at the election of the holder and the Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of Common Stock at the election of the holder. The Series A Preferred Stock and the Series A-1 Preferred Stock is subject to a call right providing us the right to call the stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and in each case there is an effective resale registration statement on file covering the underlying common stock. Each of the Series A Preferred Stock and the Series A-1 Preferred Stock is non-voting, has no mandatory redemption, and carries an annual 5% cumulative dividend, increasing by 2% each year. So long as each of the Series A Preferred Stock and Series A-1 Preferred Stock is outstanding, we will not, without the written consent of the holders of 50.1% of the Series A Preferred Stock and the Series A-1 Preferred Stock, amend, alter, or repeal any provision of our certificate of incorporation or bylaws in a manner adverse to such series of Preferred Stock. The investor in the Series A Preferred Stock and the Series A-1 Preferred Stock is an entity associated with Dr. Manmohan Patel, who is a beneficial owner of more than 5% of the Common Stock.

TEVOGEN BIO INC

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

In connection with the consummation of the Business Combination, Semper Paratus entered into an agreement as of February 14, 2024 with the Sponsor, pursuant to which Semper Paratus assigned to the Sponsor and the Sponsor assumed certain liabilities and obligations, including liabilities and obligations that became liabilities and obligations of the Company as a result of the Business Combination, in the amount of $3.6 million, in consideration for the issuance of the Series B Preferred Stock.

The Series B Preferred Stock is non-voting, non-convertible, callable by us at any time, and pays a 3.25% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by us on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations. The dividend rate increases by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter.

On February 14, 2024, Semper Paratus entered into agreements with the Sponsor and Mr. Ajjarapu pursuant to which (i) the Sponsor agreed to convert $1.5 million in principal amount of loans that it made to Semper Paratus and (ii) Mr. Ajjarapu agreed to convert $240,000 in principal amount of loans that he made to the Sponsor, which funds had then been passed along to Semper Paratus, into shares of Semper Paratus common stock at a conversion price of $10.00 per share of Semper Paratus common stock, following which the loans were terminated and deemed to be of no further force or effect.

In connection with the consummation of the Business Combination, Semper Paratus assumed all obligations of Tevogen Bio under the Tevogen Bio Convertible Notes pursuant to a written assumption agreement. The Tevogen Bio Convertible Notes converted pursuant to their terms immediately following the Closing into shares of the Company’s common stock, resulting in the issuance of 10,337,419 shares of the Company’s common stock on the Closing Date, in addition to the shares issued as consideration for the Merger and shares issuable upon vesting and settlement of Rollover RSUs. In addition, in satisfaction of a condition to the Closing of the Business Combination, Dr. Saadi was awarded 19,348,954 Special RSUs.

In connection with the Business Combination, outstanding obligations of Semper Paratus to Polar Multi-Strategy Master Fund related to a loan of $151,000 to Semper Paratus were partially settled for 151,000 shares of the Company’s common stock.

Both the number of Earnout Shares and the price per share are subject to adjustment to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the common stock (i.e., dilutive activities).

The accounting for the Earnout Shares was first evaluated under Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC 718”) to determine if the arrangement represents a share-based payment arrangement. Because the Earnout Shares are granted to all former Tevogen Bio stockholders (before the Merger) and the Sponsor and there are no service conditions nor any requirement of the participants to provide goods or services, the Company determined that the Earnout Shares are not within the scope of ASC 718. Next, the Company determined that the Earnout Shares represent a freestanding equity-linked financial instrument to be evaluated under ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815-40,Derivatives and Hedging – Contracts in an Entity’s Own Equity (“ASC 815-40”). Based upon the analysis, the Company concluded that the Earnout Shares should not be classified as a liability under ASC 480.

Under ASC 815-40, an entity must first evaluate whether an equity-linked instrument is considered indexed to the reporting entity’s stock. This analysis, which is performed under ASC 815-40-15, is a two-step test that includes evaluation of both exercise contingencies and settlement provisions. The Earnout Share arrangement contains contingencies - the daily volume weighted average stock price on the basis of a specific price per share. The contingency is based on an observable market or an observable index other than one based on the Company’s stock. With respect to settlement provisions, the number of Earnout Shares is adjusted only for dilutive activities, which are an input into the pricing of a fixed-for-fixed option on equity shares under ASC 815-40-15-7E(c). In absence of dilutive activities, there will be either zero or 24,500,000 shares issuable under the Earnout Share arrangement (to the extent each triggering event is achieved); therefore, the triggering events for issuance of shares is only an exercise contingency to be evaluated under step 1 of ASC 815-40-15.

The Company next considered the equity classification conditions in ASC 815-40-25 and concluded that all of them were met. Therefore, the Earnout Share arrangement is appropriately classified in equity.

As the Merger is accounted for as a reverse recapitalization, the fair value of the Earnout Share arrangement as of the Closing Date is accounted for as an equity transaction (as a deemed dividend) as of the Closing Date.

TEVOGEN BIO INC

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Following the First Extension Redemption and the Second Extension Redemption (together, the “Extension Redemptions”), Semper Paratus had 1,502,180 Class A ordinary shares with redemption rights outstanding. There was no specified maximum redemptions threshold stipulated under the Merger Agreement. The unaudited pro forma condensed combined statement of operations has been prepared assuming the Extension Redemptions occurred at January 1, 2023 due to their materiality to the capitalization of the Company for purposes of determining pro forma weighted average shares outstanding. The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Semper Paratus Class A ordinary shares:

Following the Closing, the ownership structure for the Company’s common stock is set forth in the table below as described in Note 3.

The table above does not include the issuance of up to (i) 17,250,000 shares of the Company’s common stock upon exercise of the public warrants, (ii) 725,000 shares upon exercise of the private placement warrants, (iii) 7,146,688 shares associated with the vested Rollover RSUs that had not yet been settled into shares; (iv) 3,753,432 shares upon the vesting of Rollover RSUs that remained unvested as of the Closing, or (v) 24,500,000 Earnout Shares.

Our common stock and warrants are listed on Nasdaq under the symbols “TVGN” and “TVGNW”, respectively.

2. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, SEC Release No. 33-10786 “Amendments to Financial Disclosures About Acquired and Disposed Businesses”. The adjustments presented in the unaudited pro forma condensed combined financial statements (collectively, the “Pro Forma Adjustments”) have been identified and presented to provide relevant information necessary for an understanding of the Company following the consummation of the Business Combination and related transactions.

TEVOGEN BIO INC

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The unaudited pro forma condensed combined balance sheet as of December 31, 2023 was derived from the historical audited balance sheet of Semper Paratus as of December 31, 2023 and the historical audited balance sheet of Tevogen Bio as of December 31, 2023 and giving further effect to the Pro Forma Adjustments as if they occurred on December 31, 2023. The audited pro forma combined statements of operations for the year ended December 31, 2023, combine the historical audited statement of operations of Semper Paratus for the year ended December 31, 2023, and the historical audited statement of operations of Tevogen Bio for the year ended December 31, 2023, giving effect to the Pro Forma Adjustments as if they had been consummated on January 1, 2023.

The historical financial information has been adjusted to reflect the Pro Forma Adjustments giving effect to the Business Combination and related transactions as described in more detail below.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination and certain other transactions as described in more detail below are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Pro Forma Adjustments based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Business Combination and related transactions as described in more detail below. Semper Paratus and Tevogen Bio had no historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

Shares outstanding as presented in the unaudited pro forma condensed combined financial statements include the 149.7 million shares of the Company’s common stock issued to former Tevogen Bio equityholders and convertible note holders, the 0.1 million shares of Class A ordinary shares outstanding after final redemptions, the 13.5 million Class A ordinary shares issued to the Sponsor and the Original Sponsor, the 0.6 million shares of the Company’s common stock issued to Maxim and Cohen, the 0.2 million shares of the Company’s common stock issued to Polar Multi-Strategy Master Fund, and the 0.7 million shares previously held by or issued to Cantor Fitzgerald & Co (“Cantor”).

3. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2023

The unaudited pro forma condensed combined balance sheet as of December 31, 2023 has been prepared to illustrate the effect of the Pro Forma Adjustments and has been prepared for informational purposes only.

The unaudited pro forma condensed combined balance sheet as of December 31, 2023 includes the Pro Forma Adjustments giving effect to the Business Combination and related transactions noted in this filing. Semper Paratus and Tevogen Bio had no historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma notes

TEVOGEN BIO INC

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Pro forma adjustments giving effect to the Business Combination and related transactions:

4. Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations for the Year Ended December 31, 2023

Semper Paratus and Tevogen Bio had no historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of shares of common stock outstanding at the closing of the Business Combination, assuming the Pro Forma Adjustments occurred on January 1, 2023.

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma notes:

TEVOGEN BIO INC

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Pro forma adjustments giving effect to the Business Combination and related transactions:

Pro forma weighted average shares outstanding:

The table below presents the weighted averages shares outstanding by each shareholder group. The table below excludes a combined 17,975,000 shares underlying outstanding public warrants and private placement warrants, the 24,500,000 Earnout Shares, the 7,146,688 shares associated with the vested Rollover RSUs that had not yet been settled into shares, and the 3,753,432 shares underlying the unvested Rollover RSUs, because including them would have had an anti-dilutive effect on net loss per share, causing net loss per share for the year ended December 31, 2023 to be $0.06.

TEVOGEN BIO INC

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Comparative Share Information

The following table sets forth selected historical comparative share information for Semper Paratus and unaudited pro forma condensed combined per share information for the Company after giving effect to the Business Combination.

The pro forma book value information reflects the Business Combination as if it had occurred on December 31, 2023. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2023.

This information is only a summary and should be read together with the historical financial statements of Semper Paratus and Tevogen Bio and related notes. The unaudited pro forma condensed combined per share information of Semper Paratus and Tevogen Bio is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included above.

The unaudited pro forma condensed combined earnings per share information below does not purport to represent the earnings per share which would have occurred had Semper Paratus and Tevogen Bio been combined during the periods presented, nor the earnings per share for any future date or period. Historically, Semper Paratus’ statement of operations included a presentation of income (loss) per common share subject to redemption in a manner similar to the two-class method of income (loss) per common share. The two-class method is not required in the pro forma income (loss) per common share as the Class A shares are no longer subject to redemption. Semper Paratus has not considered the effect of the warrants sold in the IPO and the private placement to purchase an aggregate of 17,975,000 Class A ordinary shares in the calculation of diluted earnings per share, because they were contingently exercisable, and the contingencies have not yet been met. As a result, diluted earnings per common share is the same as basic earnings per common share for the period presented.