Tevogen Inc DEFR14A, filed Dec 13, 2023
Tevogen Inc. (TVGN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
SEMPER PARATUS ACQUISITION CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 14A (the “Amendment”) is being filed by Semper Paratus Acquisition Corporation (the “Company”) to amend the Company’s definitive proxy statement for the special meeting of its shareholders to be held on December 14, 2023 (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on December 4, 2023. The Amendment corrects a scrivener’s error in the Proxy Statement, which includes the incorrect number of outstanding Class A ordinary shares and the incorrect number of ordinary shares required to achieve a quorum for the Extraordinary General Meeting. The Proxy Statement, as filed, incorrectly stated the number of Class A ordinary shares outstanding as of the record date as 14,349,773 and the number of ordinary shares required to achieve a quorum as of the record date as 7,174,887. The correct number of Class A ordinary shares outstanding as of the record date is 15,816,386. The correct number of ordinary shares required to achieve a quorum for the Extraordinary General Meeting as of the record date is 7,908,194.
No other changes have been made to the Proxy Statement or to the matters to be considered by the shareholders. All other items of the Proxy Statement are incorporated herein by reference without change. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Proxy Statement. This Amendment should be read in conjunction with the Proxy Statement.
AMENDMENT TO PROXY STATEMENT
All references to the number of Class A ordinary shares outstanding as of the record date contained in the Proxy Statement are hereby amended and restated to reflect 15,816,386 as the correct number of Class A ordinary shares. All references to the number of ordinary shares required to achieve a quorum for the Extraordinary General Meeting as of the record date in the Proxy Statement are hereby amended and restated to reflect 7,908,194.