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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-04-01 · 277 added, 162 removed, 725 unchanged (38% of the section changed)

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Disclosure Controls and Procedures

As of the end of our fiscal year ended December 31, 2021, an evaluation of the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) was carried out by

our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO).

Based upon that evaluation, the CEO and CFO have concluded that as of the end of that fiscal year, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) accumulated and communicated to the management of the registrant, including the CEO and CFO, to allow timely decisions regarding required disclosure.

It should also be noted that the CEO and CFO believe that our disclosure controls and procedures provide a reasonable assurance that they are effective, they do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud.

A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022.

Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) were effective.

Management’s Report on Internal Controls over Financial Reporting

This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting at December 31, 2022.

In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).

Based on our assessments and those criteria as noted above

and in the attached exhibit, management determined that we maintained effective internal control over financial reporting as of December 31, 2022.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal controls over financial reporting that occurred during the fourth quarter of the fiscal year covered by this Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Chief Executive Officer

Chief Financial Officer and Secretary

President, Chief Financial Officer and Secretary

Independent Director

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Yazhari served as General Counsel for International Lease Finance Corporation (“ILFC”), the largest global aircraft lessor, serving as part of the team that rebuilt and renewed the lessor after the global financial crisis and led it to a strategic sale.

Yazhari previously served as an Independent Director of Speedcast Americas, Inc., a global telecommunication enterprise (2020-2021) and Vice Chairman and Lead Independent Director of Bristow Group, a global

helicopter services company.

Yazhari holds an LLM in Corporate and Commercial Law (1995) from the London School of Economics and Political Science, and a BA in Law (1994) from Jesus College, Oxford University.

Yazhari holds an LLM in Corporate and Commercial Law (1995) from the London School of

Economics and Political Science, and a BA in Law (1994) from Jesus College, Oxford University.

We believe Mr.

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He holds a BA in Policy Studies and Economics (1984) from Syracuse University and an MPA (1986) from Princeton University in Urban and Regional Planning and Transportation Economics.

Jeff Rogers serves as President.

Jeff Rogers serves as President, Chief Financial Officer and Secretary.

Rogers is currently a strategic advisor to TruckPark, an inventory management and booking platform for the trucking industry, and an operating advisor to Red Arts Capital, a private equity firm focused on supply chain and industrial businesses.

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Rogers is also an Army veteran and served as an Airborne Ranger from 1980 to 1984.

Kurzweil serves as Chief Financial Officer.

From 2020 to 2021, Mr.

Kurzweil was a part of the investment team at Arch Companies, a real estate private equity firm, where he was responsible for deal sourcing, due diligence and financing.

From 2013 to 2020, he was a Research Analyst at Corsair Capital Management LP, an investment advisor, where he was responsible for idea generation and investment underwriting.

From 2008 to 2013, Mr.

Kurzweil was a Senior Associate at Morgan Stanley Investment Management, an investment advisor, where he was responsible for macroeconomic research and the management of fixed income portfolios.

He holds a BSE (2008) in Operations Research and Financing Engineering from Princeton University with highest honors.

Jebely serves as an Independent Director and chair of the Compensation Committee.

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Jebely held numerous positions at Ashurst, where he rose to head of their AMEA aviation practice.

Jebely holds a JD (2005) from Osgoode Hall Law School at York University and a BA (2002) from Trinity

Collage at the University of Toronto.

Jebely holds a JD (2005) from Osgoode Hall Law School at York University and a BA (2002) from Trinity Collage at the University of Toronto.

We believe Mr.

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Olver established and led while at Cowen.

Immediately after founding Panorama Aero, she established a funding relationship with Fortress Investment Group, called Triangle Aero.

Immediately after founding Panorama Aero, she established a funding relationship with Fortress Investment Group,

called Triangle Aero.

From 2009 to 2018, Ms.

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These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we

believe that all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

Executive Compensation.

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In May 2021, our sponsor allocated (i) 25,000 founder shares to each of our independent directors in exchange for the payment of $84, or approximately $0.0034 per share;

and (ii) 30,000 founder shares to Mr.

Kurzweil in exchange for the payment of $100, or approximately $0.0033 per share.

and (ii) 30,000 founder shares to Philippe J.

Kurzweil, our former Chief Financial Officer and Secretary, in exchange for the payment of $100, or approximately $0.0033 per share.

None of these granted founder shares were subject to forfeiture in the event that the underwriters’ over-allotment option was not exercised in full.

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The following table does not reflect record or beneficial ownership of the placement warrants as these warrants are not exercisable within 60 days of the date of this Report.

In the table below, percentage ownership is based on 47,933,333 ordinary shares, consisting of (i) 34,500,000 Class A ordinary shares, (ii) 11,983,333 Class B ordinary shares and (iii) 1,450,000 Class A ordinary shares included in the placement units, issued and outstanding as of March 1, 2022.

In the table below, percentage ownership is based on 15,816,386 ordinary shares, consisting of (i) 14,366,386 Class A ordinary shares (including 11,983,333 founder shares that were converted to Class A ordinary shares on a one-for-one basis), (ii) no Class B ordinary shares and (iii) 1,450,000 Class A ordinary shares included in the placement units, issued and outstanding as of March 1, 2023.

On all matters to be voted upon, except for the election or removal of directors of the board prior to the initial business combination, holders of the Class A ordinary shares and Class B ordinary shares vote together as a single class.

Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.

Class A Ordinary Shares

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Semper Paratus Sponsor LLC (our sponsor)(2)(3)

Jeff Rogers(3)

Parizad Olver Parchi

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Saba Capital Management, L.P.

Calamos Market Neutral Income Fund, a series of Calamos Investment Trust (5)

Polar Asset Management Partners Inc.

Corbin Capital Partners, L.P.

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(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Semper Paratus Acquisition Corporation, 767 Third Avenue, 38th Floor, New York, New York 10017.

(2) Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment, as described in this Report.

(2) On January 30, 2023, our sponsor elected to convert all of the Class B ordinary shares issued to it in a private placement prior to our initial public offering into Class A ordinary shares of the Company on a one-for-one basis.

As a result, all 11,983,333 of our then outstanding Class B ordinary shares were cancelled and 11,983,333 of our Class A ordinary shares were issued to our sponsor.

(3) Our sponsor is the record holder of such shares.

Kurzweil is the managing member of our sponsor, and as such has voting and investment discretion with respect to the ordinary shares held of record by our sponsor and may be deemed to have beneficial ownership of the ordinary shares held directly by our sponsor.

Kurzweil disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Jeff Rogers is the managing member of our sponsor, and as such has voting and investment discretion with respect to the ordinary shares held of record by our sponsor and may be deemed to have beneficial ownership of the ordinary shares held directly by our sponsor.

Rogers disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

In addition, all of our officers and directors are members of our sponsor.

The membership interests not owned by our officers and directors are held by third-party investors that are not affiliated with our management.

(4) According to Schedule 13G/A filed jointly with the SEC on February 14, 2022 by Saba Capital Management, LP, a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”) and Mr.

(4) According to Schedule 13G/A filed jointly with the SEC on February 14, 2023 by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”) and Mr.

Weinstein, a U.S.

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Weinstein is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(5) According to Schedule 13G filed with the SEC on February 8, 2022 and represents shares held by Calamos Market Neutral Income Fund, a series of Calamos Investment Trust.

Its business address is 2020 Calamos Court, Naperville, IL 60563.

(5) According to Schedule 13G filed with the SEC on February 13, 2023 by Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada (“Polar”), which serves as an investment advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (“PMSMF”)and represents shares held directly by PMSMF.

The business address of Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

(6) According to Schedule 13G filed with the SEC on February 14, 2022 and represents shares held by Corbin Capital Partners, L.P., a Delaware limited partnership and Corbin Capital Partners GP, LLC, a Delaware limited liability company.

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In May 2021, our sponsor allocated (i) 25,000 founder shares to each of our independent directors in exchange for the payment of $84, or approximately $0.0034 per share;

and (ii) 30,000 founder shares to Mr.

Kurzweil in exchange for the payment of $100, or approximately $0.0033 per share.

and (ii) 30,000 founder shares to Philippe J.

Kurzweil, our former Chief Financial Officer and Secretary, in exchange for the payment of $100, or approximately $0.0033 per share.

On August 9, 2021, we effected a dividend of approximately 0.3628 shares for each outstanding Class B ordinary share, such that our sponsor owned an aggregate of 11,754,150 founder shares, for approximately $0.0021 per share.

On October 1, 2021, we effected a dividend of approximately 0.0195 shares for each outstanding Class B ordinary share, such that our sponsor owns an aggregate of 11,983,333 founder shares, for approximately $0.0021 per share.

On October 1, 2021, we effected a dividend of approximately 0.0195 shares for each outstanding Class B ordinary share, such that our sponsor owned an aggregate of 11,983,333 founder shares, for approximately $0.0021 per share.

As a result of the underwriters’ election to fully exercise their over-allotment option, none of the 1,530,000 founder shares that were subject to forfeiture by our sponsor were forfeited.

On January 30, 2023, our sponsor elected to convert all of the Class B ordinary shares issued to it into Class A ordinary shares of the Company on a one-for-one basis.

As a result, all 11,983,333 of our then outstanding Class B ordinary shares were cancelled and 11,983,333 of our Class A ordinary shares were issued to our sponsor.

Our sponsor and Cantor purchased an aggregate of 1,450,000 placement units (1,300,000 placement units to our sponsor and 150,000 placement units to Cantor) at a purchase price of $10.00 per whole unit, for an aggregate purchase price of $14,500,000, in a private placement that occurred simultaneously with the closing of our initial public offering.

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In addition, our sponsor or an affiliate of our sponsor may, but is not obligated to, loan us additional funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released to us.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account

released to us.

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $1,500,000 of such loans made available by our sponsor or its affiliates may be convertible into units at a price of $10.00 per unit at

the option of the lender.

Up to $1,500,000 of such loans made available by our sponsor or its affiliates may be convertible into units at a price of $10.00 per unit at the option of the lender.

The units would be identical to the placement units, including as to exercise price, exercisability and exercise period.

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Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum, for services rendered.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-K for the respective periods and other required filings with the SEC for the year ended December 31, 2021 totalled approximately $129,265.

The aggregate fees of Marcum related to audit services in connection with our initial public offering totalled approximately $129,265.

The aggregate fees of Marcum related to audit services in connection with our initial public offering totaled approximately $129,265.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

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Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

During the year ended December 31, 2021 we did not pay Marcum any audit-related fees.

We have not paid Marcum for tax services, planning or advice for the year ended December 31, 2021.

During the year ended December 31, 2022 and the period from April 21, 2021 (inception) through December 31, 2021 we did not pay Marcum any audit-related fees.

We have not paid Marcum for tax services, planning or advice for the year ended December 31, 2022 and the period from April 21, 2021 (inception) through December 31, 2021.

All Other Fees .

We did not pay Marcum for any other services for the year ended December 31, 2021.]

We did not pay Marcum for any other services for the year ended December 31, 2022 and the period from April 21, 2021 (inception) through December 31, 2021.

Pre-Approval Policy

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Exhibits, Financial Statements and Financial Statement Schedules.

The following are filed with this report:

The following documents are filed as part of this Form 10-K:

Financial Statements

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Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

Financial Statements

Balance Sheet as of December 31, 2021

Statement of Operations for the Period April 21, 2021 (inception) to December 31, 2021

Statement of Changes in Shareholders’ Deficit for the Period April 21, 2021, (inception) to December 31, 2021

Statement of Cash Flows for the Period April 21, 2021 (inception) to December 31, 2021

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

(2) Financial Statements Schedule

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

Form 10-K Summary.

Not applicable.

SEMPER PARATUS ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 )

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Semper Paratus Acquisition Corporation (the “Company”) as of December 31, 2021, the related statements of operations, changes in shareholders’ deficit and cash flows for the period from April 21, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as 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, 2021, and the results of its operations and its cash flows for the period from April 21, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America .

We have audited the accompanying balance sheets of Semper Paratus Acquisition Corporation (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from April 21, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as 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, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from April 21, 2021 (inception) through December 31, 2021 in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

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These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company's 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 audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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 audit 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 audit provides a reasonable basis for our opinion.

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 provides a reasonable basis for our opinion.

/s/ Marcum LLP

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Los Angeles, CA

March 31, 2022

April 17, 2023

SEMPER PARATUS ACQUISITION CORPORATION

BALANCE SHEET

BALANCE SHEETS

CURRENT ASSETS

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Total current assets

Prepaid expenses- non current

Prepaid expenses - noncurrent

Cash and marketable securities held in Trust Account

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REDEEMABLE ORDINARY SHARES

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 34,500,000 shares at redemption value of $ 10.20 per share.

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 34,500,000 shares at redemption value of $ 10.34 and $ 10.20 per share as of December 31, 2022 and 2021, respectively

SHAREHOLDERS’ DEFICIT

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200,000,000 shares authorized;

1,450,000 shares issued and outstanding

(excluding 34,500,000 shares subject to possible redemption)

1,450,000 shares issued and outstanding (excluding 34,500,000 shares subject to possible redemption)

Class B ordinary shares;

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( 14,784,691 )

( 14,229,052 )

Total shareholders’ deficit

( 14,783,348 )

( 14,227,709 )

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

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SEMPER PARATUS ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

FOR THE PERIOD APRIL 21, 2021 (INCEPTION) TO DECEMBER 31, 2021

OPERATING EXPENSES

STATEMENTS OF OPERATIONS

For the Period from

April 21, 2021

General and administrative

Total expenses

Income on investments held in Trust Account

Total operating expenses

Other income (expense):

Unrealized gain on investments held in Trust Account

Change in fair value of warrants

Transaction costs allocated to warrant issuance

Total other income

Total other income, net

Net income (loss)

Weighted average shares outstanding of Class A Ordinary shares

Basic and diluted net income per share, Class A

Basic and diluted net income (loss) per share, Class A

Weighted average shares outstanding of Class B Ordinary shares

Basic and diluted net loss per share, Class B

Basic and diluted income (loss) per share, Class B

The accompanying notes are an integral part of these financial statements.

SEMPER PARATUS ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE PERIOD APRIL 21, 2021 (INCEPTION) TO DECEMBER 31, 2021

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2022 AND FOR THE PERIOD APRIL 21, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021

Ordinary shares

shareholders’

paid-in capital

Shareholder’s

Balance, April 21, 2021 (inception)

Issuance of Ordinary Shares to

initial shareholders

Proceeds from Initial Public

Offering Costs allocated to Public

Warrants (net of offering costs)

Issuance of Class B ordinary shares to Sponsor

Proceeds from Initial Public Offering Costs allocated to Public Warrants (net of offering costs)

Fair value adjustment upon on sale of private placement warrants

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( 14,227,709 )

Accretion of carrying value to redemption value

( 4,964,000 )

Balance, December 31, 2022

( 14,784,691 )

( 14,783,348 )

The accompanying notes are an integral part of these financial statements.

SEMPER PARATUS ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD APRIL 21, 2021 (INCEPTION) TO DECEMBER 31, 2021

STATEMENTS OF CASH FLOWS

For the Period

from April 21,

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Interest income on investments held in Trust Account

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Unrealized gain on investments held in Trust Account

( 4,948,194 )

Change in fair value of warrants

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Prepaid expenses and other assets

Accounts payable and accrued expenses

Due to affiliate

Net cash flows used in operating activities

Accounts payable and accrued expenses

Net cash used in operating activities

Cash Flows from Investing Activities:

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( 351,900,000 )

Net cash flows paid in investing activities

Net cash used in investing activities

( 351,900,000 )

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Payment of offering costs

Net cash flows provided by financing activities

Net cash provided by financing activities

Net Change in Cash

CASH, BEGINNING OF PERIOD

CASH, END OF PERIOD

Cash – Beginning

Cash – Ending

Supplemental disclosure of noncash activities:

Deferred underwriting commissions payable

Remeasurement for redeemable shares to redemption value

Initial classification of warrant liability

Initial value of Class A ordinary shares subject to possible redemption

Change in value of Class A ordinary shares subject to redemption amount

The accompanying notes are an integral part of these financial statements.

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DECEMBER 31, 2022

Note 1 — Description of Organization and Business Operations and Liquidity

Note 1 — Description of Organization, Business Operations and Liquidity

Semper Paratus Acquisition Corporation (the “Company”) was incorporated as a Cayman Islands exempted company on April 21, 2021.

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As of December 31, 2022, the Company had not commenced any operations.

All activity through December 31, 2021 relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below.

All activity through December 31, 2022, relates to the Company’s formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business Combination.

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

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

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

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Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the ordinary shares sold in the IPO, without the prior consent of the Company.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the ordinary shares sold in the IPO, without the prior consent of the Company.

The Company’s Sponsor, officers and directors (the “Initial Shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such amendment.

11 unchanged sentences

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

statements and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

Liquidity and Going Concern

As of December 31, 2021, the Company had $ 344,581 in its operating bank accounts, $ 351,915,805 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary share in connection therewith and working capital of $ 731,816 .

As of December 31, 2021, approximately $ 15,806 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

As of December 31, 2022, the Company had $ 129,186 in its operating bank accounts, $ 356,864,000 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working capital deficit of $ 76,098 .

As of December 31, 2022, approximately $ 4,948,000 of the amount on deposit in the Trust Account represented interest income.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination.

4 unchanged sentences

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements.

Management has also determined that the mandatory liquidation and subsequent dissolution described in the financial statements, should the Company be unable to complete a business combination, raises substantial doubt about the Company's ability to continue as a going concern.

The Company has until December 15, 2023, to consummate a Business Combination.

It is uncertain that the Company will be able to consummate a Business Combination by the specified period.

If a Business Combination is not consummated by December 15, 2023, there will be a mandatory liquidation and subsequent dissolution.

These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

1 unchanged sentence

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

Emerging Growth Company

2 unchanged sentences

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

8 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2021.

The Company did no t have any cash equivalents as of December 31, 2022 and 2021.

Investments Held in Trust Account

3 unchanged sentences

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

7 unchanged sentences

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Financial Instruments

6 unchanged sentences

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2021.

There were no unrecognized tax benefits as of December 31, 2022 and 2021.

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

No amounts were accrued for the payment of interest and penalties for the period from April 21, 2021 (inception) through December 31, 2021.

No amounts were accrued for the payment of interest and penalties for the year ended December 31, 2022 and for the period from April 21, 2021 (inception) through December 31, 2021.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands.

In accordance with

Cayman income tax regulations, income taxes are not levied on the Company.

Consequently, income taxes are not reflected in the Company’s financial statements.

In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners.

United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S.

owners and the Company were treated as a passive foreign investment company.

Additionally, U.S.

taxation could occur to the Company itself if the Company is engaged in a U.S.

trade or business.

The Company is not expected to be treated as engaged in a U.S.

trade or business at this time.

Class A Ordinary Shares Subject to Possible Redemption

3 unchanged sentences

The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

Accordingly, at December 31, 2022 and 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit.

At December 31, 2021, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

At December 31, 2022 and 2021, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table:

Gross proceeds

3 unchanged sentences

( 20,490,317 )

Remeasurement of carrying value to redemption value

Class A ordinary share subject to possible redemption

Net Loss per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary share and Class B Ordinary share (the “Founder Shares”).

Accretion of carrying value to redemption value

Class A ordinary share subject to possible redemption , December 31, 2021

Accretion of carrying value to redemption value

Class A ordinary share subject to possible redemption , December 31, 2022

Net Income (Loss) per Ordinary Share

The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”).

Earnings and losses are shared pro rata between the two classes of shares.

Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 ordinary shares at $ 11.50 per share were issued on November 8, 2021.

At December 31, 2021, no Public Warrants or Private Placement Warrants have been exercised.

The 17,975,000 potential shares of Class A ordinary share for outstanding Public Warrants and Private Placement Warrants to purchase the Company’s share were excluded from diluted earnings per share for the period ended December 31, 2021 because they are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net loss per share for each class of share.

For the period April 21, 2021 (inception) through December 31, 2021

Basic and diluted net loss per share:

Class A Ordinary Share

Class B Ordinary Share

Allocation of net loss

At December 31, 2022 and 2021, no Public Warrants or Private Placement Warrants have been exercised.

The 17,975,000 Class A ordinary shares underlying the Public Warrants and Private Placement Warrants were excluded from diluted earnings per share for the year ended December 31, 2022 because they are contingently exercisable, and the contingencies have not yet been met.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of share.

For the Period from April 21,

For the Year Ended

2021 (inception) to

December 31, 2022

December 31, 2021

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Weighted average shares outstanding

Basic and dilution net loss per share

Basic and dilution net income (loss) per share

Accounting for Warrants

1 unchanged sentence

The assessment considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments are outstanding.

This assessment, which requires the use of professional judgment, was conducted at the time of warrant issuance and as

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

of each subsequent period end date while the instruments are outstanding.

Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants qualify for liability accounting treatment.

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“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 accounting for convertible instruments by removing major separation models required under current GAAP.

The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 on April 21, 2021 (inception).

Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.

The Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.

19 unchanged sentences

The initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Related Party Loans

1 unchanged sentence

This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the completion of the IPO.

The notes payable of $ 121,158 were repaid on November 8, 2021.

As of December 31, 2021, the Company no borrowings under the Note.

The note payable of $ 121,158 was repaid on November 8, 2021.

As of December 31, 2022, the Company had no borrowings under the Note.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

4 unchanged sentences

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into private placement-equivalent units at a price of $ 10.00 per unit.

As of December 31, 2021, the Company had no borrowings under the Working Capital Loans.

As of December 31, 2022 and 2021, the Company had no borrowings under the Working Capital Loans.

Administrative Support Services

1 unchanged sentence

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

$ 20,000 has been accrued under this arrangement as of December 31, 2021.

At December 31, 2022 and 2021, $ 120,000 and $ 20,000 , respectively, have been accrued under this arrangement and included in due to affiliate on the accompanying balance sheets.

Note 6 — Commitments and Contingencies

12 unchanged sentences

The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Note 7 — Shareholders’ Equity

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Note 7 — Shareholders’ Deficit

Class A Ordinary Shares

The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of December 31, 2021, there were 1,450,000 Class A ordinary shares issued and outstanding (excluding 34,500,000 Class A ordinary shares subject to possible redemption).

As of December 31, 2022 and 2021, there were 1,450,000 Class A ordinary shares issued and outstanding (excluding 34,500,000 Class A ordinary shares subject to possible redemption).

Class B Ordinary Shares

1 unchanged sentence

Holders of Class B ordinary shares are entitled to one vote for each share of Class B ordinary shares.

As of December 31, 2021, there were 11,983,333 Class B ordinary shares outstanding none of which are subject to forfeiture since the underwriters’ over-allotment option was exercised in full.

As of December 31, 2022 and 2021, there were 11,983,333 Class B ordinary shares outstanding none of which are subject to forfeiture since the underwriters’ over-allotment option was exercised in full.

Prior to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors.

7 unchanged sentences

The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2021, there were no preferred shares issued or outstanding .

As of December 31, 2022 and 2021, there were no preferred shares issued or outstanding.

Public Warrants

1 unchanged sentence

No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares.

Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

16 unchanged sentences

In addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Note 8 — Warrant Liabilities

16 unchanged sentences

All of the Company’s investments held in the Trust Account are classified as trading securities.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

December 31, 2022:

Quoted Prices in

6 unchanged sentences

Warrant Liability- Private Placement Warrants

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

December 31, 2021:

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Treasury Securities

Warrant Liability- Private Placement Warrants

The Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized in the statement of operations.

7 unchanged sentences

The aforementioned warrant liabilities are not subject to qualified hedge accounting.

The following table provides quantitative information regarding Level 3 fair value measurements at November 8, 2021 (initial measurement) and at December 31, 2021:

At November 8, 2021

The following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2022 and 2021:

At December 31, 2022

At December 31, 2021

Exercise Price

4 unchanged sentences

The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements were available to be issued.

Based on this audit, other than as described in these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements.

Based on this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in these financial statements.

On January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares (the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the Company (“Class A Shares”) on a one -for-one basis (the “Conversion”).

As a result, 11,983,333 of the Company’s Class B ordinary shares were cancelled and 11,983,333 Class A Shares were issued to such converting Class B stockholders.

The Initial Shareholders agreed that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated November 3, 2021, by and among the Company, its officers, its directors and the Initial Shareholders (the “Letter Agreement”), shall continue to apply to the Class A Shares that the Founder Shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any kind to the Trust Account (as defined in the Letter Agreement) or any monies or other assets held therein.

As disclosed in the definitive proxy statement the Company filed with the U.S.

Securities and Exchange Commission on January 20, 2023, and amended and supplemented on January 26, 2023, 47,933,333 of the Company’s ordinary shares, consisting of (i) 35,950,000 Class A Shares and (ii) 11,983,333 Founder Shares, were issued and outstanding as of January 12, 2023.

Following the Conversion, the Company has 47,933,333 Class A Shares issued and outstanding and no Class B ordinary shares issued and outstanding.

A shareholder’s voting power consists of the combined voting power of the Class A Shares and Founder Shares owned beneficially by such shareholder.

On all matters to be voted upon at the extraordinary general meeting of the Company’s shareholders to be held on February 3, 2023 (the “Meeting”), the holders of the Class A Shares and Founder Shares will vote together as a single class.

Therefore, there has been no impact to the votes required to approve the proposals or the counting of the votes at the Meeting as a result of the Conversion.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

On February 3, 2023, Semper Paratus Acquisition Corporation (the “Company”) held an extraordinary general meeting of shareholders (the “EGM”) for the purpose of considering and voting on the Charter Amendment (as defined below) and, if presented, the proposal to adjourn the EGM to a later date.

Charter Amendment

At the EGM, the shareholders of the Company approved an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from February 8, 2023 to December 15, 2023.

Under Cayman Islands law, the Charter Amendment took effect upon approval by the shareholders.

The Company plans to file the Charter Amendment with the Cayman Islands General Registry within 15 days of the EGM.

In connection with the EGM, shareholders holding approximately 32,116,947 ordinary shares (the “public shares”) exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”).

As a result, approximately $ 332 million (approximately $ 10.34 per public share) will be removed from the Trust Account to pay such holders and approximately $ 25 million will remain in the Trust Account.

Following redemptions, the Company will have approximately 2,383,053 public shares outstanding.

Nasdaq Notices

As disclosed in the Current Report on Form 8-K the Company filed with the U.S.

Securities and Exchange Commission (the “SEC”) on March 29, 2023, the Company received a written notice (the “March Notice”) dated March 23, 2023 from the Listing Qualifications division of the Nasdaq Stock Market (“Nasdaq”) stating that the Company has not paid certain fees required by Nasdaq Listing Rule 5250(f) and that the Company will be delisted unless it appeals such determination.

As of the date of the March Notice, the Company’s past due fee balance totaled $ 151,000 .

As of the date of this annual report, the Company has paid the fee to file an appeal to Nasdaq’s determination.

A hearing is scheduled for May 5, 2023.

As disclosed in the Current Report on Form 8-K the Company filed with the SEC on April 7, 2023, the Company received a written notice (the “April Notice”) from the Nasdaq indicating that the Company was not in compliance with Listing Rule 5450(b)(2)(A), requiring the Company to maintain a Market Value of Listed Securities (“MVLS”) of $50,000,000 for the continued listing of its securities on The Nasdaq Global Market.

The April Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.

The April Notice states that the Company has 180 calendar days, or until October 2, 2023, to regain compliance with Listing Rule 5450(b)(2)(A).

If at any time during this compliance period the Company’s MLVS closes at $50,000,000 or more for a minimum of ten consecutive business days, Nasdaq will provide the Company with a written confirmation of compliance, and this matter will be closed.

If compliance is not achieved by October 2, 2023, the Letter states that the Company will receive written notification that its securities are subject to delisting.

At that time, the Company may appeal the delisting determination to a Hearings Panel.

The Letter further notes that alternatively, the Company may be eligible to transfer the listing of its securities to The Nasdaq Capital Market (provided that it then satisfies the requirements for continued listing on that market).

The Company will continue to monitor its MVLS and consider its available options to regain compliance with the Nasdaq minimum MVLS requirements, but there can be no assurance that the Company will be able to do so.

EXHIBIT INDEX

Underwriting Agreement, dated November 3, 2021, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters (2)

Amended and Restated Memorandum and Articles of Association (2)

Amended and Restated Memorandum and Articles of Association, as amended on February 3, 2023*

Specimen Unit Certificate (1)

21 unchanged sentences

Inline XBRL Taxonomy Calculation Linkbase*

Inline XBRL Taxonomy Label Linkbase*

Inline XBRL Definition Linkbase Document*

Inline XBRL Taxonomy Label Linkbase*

Inline XBRL Definition Linkbase Document*

4 unchanged sentences

(2) Incorporated by reference to the Company’s Form 8-K, filed with the SEC on November 8, 2021.

(3) Incorporated by reference to the Company’s Form 10-K, filed with the SEC on April 1, 2022.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 31, 2022

April 17, 2023

SEMPER PARATUS ACQUISITION CORPORATION

3 unchanged sentences

(Principal Executive Officer)

March 31, 2022

/s/ Philippe J.

Chief Financial Officer

April 17, 2023

/s/ Jeff Rogers

President, Chief Financial Officer and Secretary

(Principal Financial Officer and Principal Accounting Officer)

March 31, 2022

April 17, 2023

/s/ Richard N.

Executive Chairman

March 31, 2022

April 17, 2023

/s/ Hooman Yazhari

1 unchanged sentence

Vice Chairman

March 31, 2022

April 17, 2023

/s/ Brad Stewart

March 31, 2022

April 17, 2023

/s/ Parizad Olver Parchi

Parizad Olver Parchi

March 31, 2022

April 17, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures