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Item 9A. Controls and Procedures

2024-04-29 compared with 2023-04-17 · 2182 added, 866 removed, 136 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

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

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 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.

of Disclosure Controls and Procedures

designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design

of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply

judgment in evaluating the benefits of possible controls and procedures relative to their costs.

management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated, as of the end of the

period covered by this Annual Report, the effectiveness of Semper Paratus’s disclosure controls and procedures (as defined in

Rules 13a-15(e) and 15d-15(e) under the Exchange Act).

Based on such evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that Semper Paratus’s disclosure controls and procedures were not effective at the reasonable assurance

level due to the material weakness in our internal control over financial reporting related to our accounting for complex financial

instruments and internal controls over collectability over amounts due from related parties.

As a result, we performed additional

analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP.

Accordingly, management

believes that the financial statements included in this Annual Report present fairly in all material respects our financial

position, results of operations and cash flows for the periods presented.

Annual Report on Internal Control Over Financial Reporting

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 (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Semper Paratus’s internal control over financial reporting was 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.

Paratus’s internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the

assets of our company,

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,

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.

management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control — Integrated

Framework (2013).” Based on this assessment, our management concluded that we did not

maintain effective internal control over financial reporting as of December 31, 2023, due to the material weakness in our internal

control over financial reporting related to our accounting for complex financial instruments and internal controls over

collectability over amounts due from related parties.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal

control over financial reporting.

a discussion of Tevogen Bio’s internal controls, see the information provided in Item 1A under the risk factor captioned “ If

we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial

statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may

OTHER INFORMATION

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

As of the date of this Report, our directors and officers are as follows:

Executive Chairman

Hooman Yazhari

Vice Chairman

Chief Executive Officer

President, Chief Financial Officer and Secretary

Independent Director

Parizad Olver Parchi

Independent Director

The experience of our directors and executive officers is as follows:

Peretz serves as Executive Chairman.

Peretz currently serves on the Board of Directors for Tribe Capital Growth Corp.

I and Tribe Capital Growth Corp.

II, both special purpose acquisition companies, as well as for ELMS — Electric Last Mile, Inc., an EV company and is a director nominee for Altus Power, a clean energy C&I company.

Peretz also serves as a venture partner for Playground Global, an early-stage investment firm.

From 1981 to 2019, Mr.

Peretz held a number of executive roles at United Parcel Service, Inc.

(“UPS”) in US and Global operations as well as in Supply Chain Management.

From 2015 to 2019, he served as Chief Financial Officer (CFO) and a member of the UPS Executive Leadership Team.

The senior leadership team was responsible for the global company’s strategy and day to day operations in over 220 countries.

Peretz oversaw all global financial operations and acted as senior liaison to the financial community.

He spearheaded the move into technology-based operational capital investments and improved the capital structure along with the working capital for UPS.

Prior to serving as CFO, Mr.

Peretz was both the corporate Controller and Treasurer, leading all global M&A for UPS, overseeing nearly $3 billion in acquisitions globally in areas including healthcare logistics, truckload brokerage, business-to-business shipping and business-to-consumer shipping.

Acquisitions at UPS included third-party logistics provider Coyote Logistics and healthcare logistics companies such as Marken, Polar Speed (UK), Poltraf (Poland), Cemelog (Hungary) and Pieffe Group (Italy).

He helped strengthen UPS’s business-to-consumer portfolio with the acquisitions of iParcel (US) and Kiala (Europe).

Peretz also helped expand the company’s international small package footprint in Turkey, Slovenia, Romania, South Korea, Vietnam and Costa Rica.

Peretz also served on the team responsible for taking UPS public in 1999, the largest IPO in U.S.

history at the time.

Peretz served as an investment committee member for the UPS Strategic Venture Fund.

Previously, he was a member of the Board of Directors for First International Bancorp.

Peretz holds a BBA in Accounting (1985) from the University of Texas in San Antonio and an MBA (1995) from the Goizueta Business School at Emory University.

of Directors and Management

following table sets forth, as of April 26, 2024, the name, age, and position of each our executive officers and directors.

Executive Officer, Chairperson and Director Nominee

Financial Officer

Neal Flomenberg

Scientific Officer and Global R&D Lead

Commercial Officer

Curtis Patton

Ryan Saadi , 59, has served as our Chief Executive Officer and Chairperson since February 14, 2024 and served as Chief Executive

Officer and Chairperson of Tevogen Bio beginning in June 2020.

Saadi has been a member of the Leadership Council of the Yale School

of Public Health since 2021.

Prior to founding Tevogen Bio, Dr.

Saadi was the Global Vice President of Evidence, Market Access, and Strategic

Pricing for CSL Behring, a biopharmaceutical company that manufactures plasma-derived and recombination therapeutic products, from September

2018 to October 2019.

Before CSL Behring, Dr.

Saadi served as Global Head, Market Access and Policy, Oncology for Janssen from 2012 to

September 2018 and Worldwide Vice President, Health Policy, Reimbursement, Strategic Pricing and Market Access for Johnson & Johnson’s

Cordis business from 2008 to 2012.

Saadi was Global Vice President, Health Outcomes & Pricing for Genzyme and Global

Head, Health Outcomes and Market Access for Sanofi-Aventis’ oncology, bone and arthritis product portfolio.

From 2010 through 2019,

Saadi has also served as a Voting Member of the CMS Medicare Evidence Development & Coverage Advisory Committee, which provides

independent guidance and expert advice to CMS on clinical topics.

We believe Dr.

Saadi is qualified to serve on our Board

based on his extensive business leadership experience as well as his experience and track record as a problem solver in the healthcare

and life sciences industries.

Desai , 67, has served as our Chief Financial Officer since February 14, 2024 and served as Chief Financial Officer of Tevogen

Bio beginning in June 2020.

Desai previously served as President of Star Accounting Services Inc., an accounting firm providing accounting

and tax services to businesses and individuals, from January 2005 to December 2021.

Desai is a certified public accountant.

also serves as the Treasurer of Shrimad Rajchandra Mission Dharampur (USA) Inc., a community outreach and development nonprofit.

Neal Flomenberg , 70, has served as our Chief Scientific Officer and Global R&D Lead since February 14, 2024 and served as

Chief Scientific Officer and Global R&D Lead of Tevogen Bio beginning in July 2022.

Prior to joining Tevogen Bio, Dr.

served as professor and Chair of the Department of Medical Oncology at Sidney Kimmel Medical College of Thomas Jefferson University from

2008 to July 2022 and Deputy Director of Thomas Jefferson University’s Sidney Kimmel Cancer Center from 2015 to July 2022.

to those positions, Dr.

Flomenberg held a number of leadership roles in the academia, hospital, and research settings.

career has focused on blood cancers, particularly those requiring bone marrow or peripheral blood stem cell transplants, and he has authored

over 175 peer reviewed publications.

At Jefferson, Dr.

Flomenberg also maintained an active medical practice and was continually listed

in Philadelphia Magazine’s “Top Doctors in Philadelphia” for more than 15 years prior to joining Tevogen Bio.

Khan , 62, has served as our Chief Commercial Officer since February 14, 2024 and served as Chief Commercial Officer of Tevogen

Bio beginning in April 2022.

Previously, Mr.

Khan held several roles at the New Jersey Institute of Technology (“NJIT”),

a public research university, and its subsidiaries from 2014 to March 2022.

Most recently, Mr.

Khan served as Senior Director and then

Executive Director of Operations & Business Planning at BioCentriq, a for-profit cell and gene therapy contract development and manufacturing

organization owned by New Jersey Innovation Institute (“NJII”), which was itself a non-profit subsidiary of NJIT, from September

2018 to March 2022.

While at BioCentriq, Mr.

Khan was part of the leadership team that prepared BioCentriq for its spin-off from NJII.

Khan held several roles at NJII from 2014 to February 2020, including Director of Business Development, Biopharma Innovation beginning

in 2018, where he worked to facilitate academic, government, and industry collaboration in the biopharmaceutical field.

March 2018, Mr.

Khan also acted as Founder and Chief Strategist for Pharmique Health LLC, where he advised corporations on strategic

commercial planning and other matters.

Previously, Mr.

Khan co-founded Tegelix Therapeutics, a now-defunct pharmaceutical company, and

held various regional and global commercialization and alliance management roles at Hoechst Marion Roussel, Aventis, and then Sanofi-Aventis.

Ajjarapu , 53, has served on our Board since February 14, 2024 and served as a director and Chief Executive Officer and

Chairman of Semper Paratus beginning in June 2023.

In addition to his involvement with Semper Paratus, Mr.

Ajjarapu has served as

Chief Executive Officer and Chairman of Integrated Wellness Acquisition Corp.

WEL), a special purpose acquisition company,

since February 2024, PowerUp Acquisition Corp.

PWUP), a special purpose acquisition company, since August 2023, OceanTech Acquisitions I Corp.

OTEC), a special purpose acquisition

company, since March 2023, and Kernel Group Holdings, Inc.

KRNL), a special purpose acquisition company, since December

Ajjarapu currently serves Trxade Health, Inc.

MEDS), a health services information

technology company, as Chairman of the Board, Chief Executive Officer and Secretary and has served in these roles since its

acquisition of Trxade Group, Inc., a Nevada corporation (“Trxade Nevada”) on January 8, 2014, and as the Chairman of the

Board, Chief Executive Officer and Secretary of Trxade Nevada since its inception in 2013.

Ajjarapu is also currently serving as

a director of Ocean Biomedical Inc.

OCEA) (f.k.a.

Aesther Healthcare Acquisition Corp.), a biopharmaceutical company.

Ajjarapu has also served on the Board of Directors of Kano Energy, Inc which is involved in developing renewable natural gas sites

in the United States, since 2018 and as Chairman of the Board of Directors of Feeder Creek Group, Inc., a company involved in

developing renewable natural gas sites in Iowa, since 2018.

Ajjarapu was also a Founder, CEO and Chairman of Sansur Renewable

Energy, Inc., a company involved in developing wind power sites in the Midwestern United States, from 2009 to 2012.

We believe Mr.

Peretz is well qualified to serve as a member of our board of directors due to his extensive strategic, operational and management experience.

Hooman Yazhari serves as Vice Chairman.

Yazhari is the Founder and CEO of Mobility Capital Group, an impact aligned investment manager providing credit-oriented capital for the next generation of enterprises and assets in mobility, logistics and transportation.

Yazhari has served as an Independent Director of Voyager Aviation, a global aircraft lessor since 2017.

He also has been a Co-Founder and Chairman of Beyond Capital Fund, an early stage and emerging market focused impact investment fund, since 2010.

From February 2018 to March 2019, Mr.

Yazhari served as Chief Executive Officer and a member of the Board of Directors of Waypoint Leasing, the largest independent global helicopter lessor and financier, where he led an operational and balance sheet restructuring and transformation and successful strategic sale of its operating assets and business, pursuant to a voluntary filing under Chapter 11 of the United States Bankruptcy Code, in March 2019.

From 2015 to 2018, he served as General Counsel and Chief Administrative Officer for CHC Helicopter Corporation (“CHC”), a global helicopter services company, while taking on a leadership role in the operational and balance sheet restructuring and related turnaround, pursuant to a voluntary filing under Chapter 11 of the United States Bankruptcy Code.

From 2012 to 2014, Mr.

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.

Ajjarapu is qualified to serve on our Board based on his extensive public company experience.

Feike , 74, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen Bio beginning

in August 2022.

Feike served as the Hospital President of Covenant Health’s Fort Loudoun Medical Center from September 2004

to June 2022.

Throughout his career, Mr.

Feike has overseen the development of hospitals, outpatient clinics, and emergency medical services

(“EMS”) systems.

Feike represents East Tennessee on the state EMS Board’s Clinical Issues Committee and serves

on the board of Regional Medical Communications Center for East Tennessee.

We believe Mr.

Yazhari is well qualified to serve as a member of our board of directors due to his extensive strategic, operational and management experience.

Ben Baldanza serves as Chief Executive Officer.

Baldanza is currently the CEO of Diemacher LLC, an advisory firm focused on business restructuring, revenue optimization and cost containment.

Baldanza currently serves on the Board of Directors for JetBlue Airways, where he serves as Chair of the Audit Committee, GoAir Limited, where he serves as Vice Chairman, and Six Flags Entertainment.

From 2006 to 2016, Mr.

Baldanza served as the President and CEO, and as a director, of Spirit Airlines, Inc.

(“Spirit Airlines”), a low-cost airline, where he oversaw revenue growth from $500 million to $2.1 billion.

During his time at Spirit Airlines, he led an IPO in 2011 while also managing an operational turnaround that resulted in industry leading margins.

Recruited by Oaktree Capital in 2004, Mr.

Baldanza transformed Spirit into an ‘Ultra Low Cost Carrier,’ leveraging a new aircraft fleet, establishment of a defensible franchise network, unbundling of pricing and reduction of costs per seat mile.

Baldanza was twice named to the list of Business Travel News’s 25 Most Influential.

Prior to 2005, Mr.

Baldanza held executive roles with American Airlines, Northwest Airlines, Continental Airlines, TACA Airlines (“TACA”) and US Airways where he was responsible for finance, marketing and revenue management.

While at Continental Airlines, Mr.

Baldanza assisted with applying innovations in scheduling, pricing and revenue management, increasing unit revenues, underpinning a rise in the share price and improvements in profitability.

With US Airways, Mr.

Baldanza led the rationalization of duplicative hubs, rapid Caribbean expansion and shift to monetize frequent flier rewards on a profit, as opposed to usage, basis.

Baldanza also worked at UPS, where he supervised the improvement of revenues and capital cost savings.

Baldanza also currently serves as an Operating Partner for Sterling Investment Partners, a private equity firm, and as an Adjunct Professor of Economics at George Mason University.

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, 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.

From 2015 to 2020, Mr.

Rogers served as CEO and director of Universal Logistics Holdings (“Universal Logistics”), a global asset-light provider of transport and logistics solutions.

During an 18-month period at Universal Logistics, Mr.

Rogers led multiple acquisitions in the International Intermodal space that provided strategic footprints and positively contributed to growth and profitability.

From 1998 to 2013, Mr.

Rogers held several executive positions at YRC Worldwide including CFO of YRC Regional Transportation (2006-2008), President of USF Holland Inc.

(“Holland”) (2008-2011), a YRC subsidiary and President of YRC Freight (2011-2013).

While President of USF Holland, Mr.

Rogers led a significant turnaround, closing unprofitable locations and shrinking Holland’s footprint to focus on next-day and two-day lanes.

From 1984 to 1998, Mr.

Rogers held numerous finance and operations related roles at UPS.

He holds a BS in Accounting (1988) from Kansas Newman University and an MBA (1995) from Baker University.

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

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

Jebely has served as Senior Partner and Global Head of Asset Finance at Withers Worldwide since January 2022.

Prior to that, he served as a managing partner at Pillsbury Winthrop Shaw Pittman, where he also served in various leadership positions, such as co-chair of asset finance and co-chair of private wealth, from March 2016 until December 2021.

His law practice is focused exclusively on the private and commercial aviation industry.

He has served as counsel on billions of dollars of deals involving financing, acquisition, disposal and merger transactions in addition to handling numerous dispute, enforcement and restructuring situations.

Jebely is well regarded in the aviation and legal industries, and has been named top private client attorney in Asia (2020) and rated top private aircraft attorney in Asia (2016 — 2021).

From 2011 to 2016, Mr.

Jebely held numerous positions at Clyde & Co where he rose to Senior Equity Partner and Global Head of Aviation Finance.

From 2008 to 2011, Mr.

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.

Feike is qualified to serve on our Board based on his dedication to public health and healthcare industry experience.

Keow Lin Goh , 52, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen

Bio beginning in August 2022.

Goh is a Partner at Tapestry Networks, a company that brings together leaders in different sectors

in order to facilitate economic, social, and organizational change.

Goh has served as a Partner at Tapestry Networks since 2009 and

focuses on global healthcare policy with the goal of improving patient outcomes.

Previously, Dr.

Goh was a Senior Project Leader at Boston

Consulting Group from 2003 through 2009, where she worked with senior biotech and pharmaceutical executives in product development, research

and development restructuring, organizational and operational change initiatives, post-merger acquisition synergies, and regulatory issues.

We believe Dr.

Goh is qualified to serve on our Board based on her experience in the healthcare sector.

Curtis Patton , 88, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen

Bio beginning in July 2020.

Patton is Professor Emeritus at Yale School of Public Health, where he worked for 36 years.

served in a variety of administrative capacities during his time at Yale, including as Division Head, Epidemiology of Microbial Diseases

and Acting Head of Global Health.

While at Yale, Dr.

Patton also served as the Director of International Medical Studies and was the

Chair of the Committee on International Health.

We believe Mr.

Jebely is well qualified to serve as a member of our board of directors due to his extensive strategic, legal and transactional experience.

Parizad Olver Parchi serves as Independent Director and Chair of the Audit Committee.

Olver is currently the Founder and Managing Partner of Panorama Aero, a US-based special mission aerospace lessor and end-to-end logistics provider.

Panorama Aero was founded in 2018 through the management buyout of Cowen Aviation Finance, a company Ms.

Olver established and led while at Cowen.

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

called Triangle Aero.

From 2009 to 2018, Ms.

Olver held numerous executive roles at Cowen Inc., a multinational investment bank, where she most recently served as President and CEO of Cowen Aviation Finance, an operating lessor funded by Cowen Inc.

From 2007 to 2009, Ms.

Olver served as a senior strategist at Fortress Investment Group’s Drawbridge Special Opportunities Fund, whose investment portfolio included structured product securities and related investments in the aircraft, equipment and specialty finance sectors.

Olver’s investment experience began in 2005 at Ramius Capital Group, a multi-strategy hedge fund, where she was a special situations investor and co-managed an investment strategy that included a leasing book of distressed narrow body aircraft.

She began her career at Morgan Stanley as an investment banking analyst from 2002 to 2005.

Olver holds a BS (2001) from UC Berkley’s Haas School of Business and an MBA (2011) from Columbia University and London Business School.

Patton is qualified to serve on our Board based on his work

on and experience with public health issues.

Podlogar , 60, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen Bio

beginning in August 2022.

Podlogar is the Chief Human Resources Officer and Executive Vice President of MetLife, Inc (“MetLife”).

Podlogar joined MetLife in 2017 and oversees its global human resources strategies and practices.

At MetLife, Ms.

Podlogar has established

a “Workforce of the Future Development Fund” to prepare employees for future work needs and backed MetLife’s signing

of the Catalyst CEO Champions for Change Pledge, which is a commitment to advance diversity, inclusion, and gender equality in the workplace.

Podlogar also serves on the board of directors of MetLife Foundation, a philanthropic organization focused on advancing inclusive

economic mobility in underserved and underrepresented communities.

Prior to her time at MetLife, Ms.

Podlogar held a series of Human

Resources roles at Johnson & Johnson from 2003 to June 2017, including Global Vice President of Human Resources and member of the

Human Resources Executive Committee.

We believe Ms.

Olver is well qualified to serve as a member of our board of directors due to her extensive strategic, operational, management, and financial experience.

Brad Stewart serves as Independent Director.

Stewart is currently CEO and board member of Fair.com, a US-based automotive marketplace and technology company.

Previously, from 2011 to 2019, Mr.

Stewart held numerous executive roles at XOJet, the largest on-demand private jet services company in North America, most recently serving as Chairman and CEO.

While leading XOJet, he oversaw a highly complex and regulated business with three separate business units:

aircraft fleet ownership and operations;

branded direct-to-consumer brokerage with membership/subscription;

and shuttle operations.

Concurrent with his tenure at XOJet, from 2014 to 2019, Mr.

Stewart served as Senior Advisor to TPG Growth, the growth equity and venture capital division of a global private equity company, where he served on multiple portfolio company boards.

From 2007 to 2010, Mr.

Stewart served as Vice President and then Portfolio Company Advisor at Parthenon Capital, a middle market private equity company with expertise in financial, healthcare and business services.

Stewart began his career as a consultant working at both McKinsey & Company (2004-2007) and Deloitte Consulting (1999-2002).

Stewart holds an MBA from Columbia Business School (2004) and a BS in Corporate Finance from University of Minnesota’s Carlson School of Management (1999).

Podlogar is qualified to serve on our Board based on her extensive human

resources and healthcare industry experience.

Sordillo , 71, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen Bio

beginning in July 2023.

Sordillo has served as Managing Director of Risk Advisory Services at Verita CSG, Inc.

a provider of holistic insurance and risk management solutions for commercial line clients, since March 2024.

Before joining Verita,

Sordillo served as the Executive Vice President, Director of Risk Control Services of Sompo International, a global specialty provider

of property and casualty insurance and reinsurance from January 2017 to March 2024, and as Senior Vice President – Risk Solutions

of QBE North America (“QBE”) from May 2016 to April 2017.

Prior to QBE, Mr.

Sordillo served as the Global Technical Services

Manager at Chubb NA from January 2000 through May 2016.

Sordillo is a registered professional civil and fire protection engineer

and Certified Safety Professional.

Sordillo served as the mayor of Warren, New Jersey for more than 22 years.

We believe Mr.

Stewart is well qualified to serve as a member of our board of directors due to his extensive strategic, operational, and management experience.

Family Relationships

There are no family relationships between any of our current officers or directors.

Number and Terms of Office of Officers and Directors

Our Directors

Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with the Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the Nasdaq.

The term of office of the first class of directors, consisting of Paul P.

Jebely, will expire at our first annual general meeting.

The term of office of the second class of directors, consisting of Parizad Olver Parchi and Brad Stewart, will expire at our second annual general meeting.

The term of office of the third class of directors, consisting of Richard N.

Peretz and Hooman Yazhari will expire at our third annual general meeting.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares or by the affirmative vote of a majority of the directors present and voting at a meeting of our board.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.

Holders of our public shares will not have the right to vote on the appointment or removal of directors prior to the completion of an initial business combination.

Pursuant to an agreement entered into on or prior to the closing of our initial public offering, our sponsor, upon and following consummation of an initial business combination, is entitled to nominate three individuals for appointment to our board of directors, as long as our sponsor holds any securities covered by the registration and shareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

The Nasdaq listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions.

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has determined that each of Paul P.

Jebely, Parizad Olver Parchi and Brad Stewart are “independent directors” as defined in the Nasdaq listing standards.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

Controlled Company Status

Until the completion of our initial business combination, only holders of our founder shares have the right to vote on the appointment of directors.

As a result, the Nasdaq considers us to be a “controlled company” within the meaning of the Nasdaq corporate governance standards.

Under the Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements.

We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the Nasdaq, subject to applicable phase-in rules.

However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Committees of the Board of Directors

Our board of directors has two standing committees:

an audit committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of the Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Subject to phase-in provisions, the rules of the Nasdaq require that the compensation committee and the nominating committee of a listed company be comprised solely of independent directors;

provided that if no such nominating committee exists, such selection or recommendation may be made by independent directors constituting a majority of the board’s independent directors.

Audit Committee

We have established an audit committee of the board of directors.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent, subject to certain phase-in provisions.

Parizad Olver Parchi, Paul P.

Jebely, and Brad Stewart are members of our audit committee, and Parizad Olver Parchi serves as the chairman of the audit committee.

Our board of directors has determined that each of Parizad Olver Parchi, Paul P.

Jebely, and Brad Stewart are independent under the Nasdaq listing standards and applicable SEC rules.

Each member of the audit committee is financially literate and our board of directors has determined that Parizad Olver Parchi qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which is available on our website and details the principal functions of the audit committee, including:

● meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

● monitoring the independence of the independent registered public accounting firm;

● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

● inquiring and discussing with management our compliance with applicable laws and regulations;

● pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

● appointing or replacing the independent registered public accounting firm;

● determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

● monitoring compliance on a quarterly basis with the terms of our initial public offering and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of our initial public offering;

● reviewing and approving all payments made to our sponsor, officers or directors and their respective affiliates.

Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors.

Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Parizad Olver Parchi and Paul P.

In accordance with Rule 5605 of the Nasdaq rules, each of Parizad Olver Parchi and Paul P.

Jebely is independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Our board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, an extraordinary general meeting of shareholders).

Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.

However, prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess.

In general, in identifying and evaluating nominees for director, our board of directors considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors.

Our board of directors may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

Compensation Committee

We have established a compensation committee of our board of directors.

The members of our compensation committee are Parizad Olver Parchi and Paul P.

Jebely serves as chairman of the compensation committee.

Under the Nasdaq listing standards, we are required to have a compensation committee composed entirely of independent directors, subject to certain phase-in provisions.

Our board of directors has determined that each of Parizad Olver Parchi and Paul P.

Jebely are independent.

We have adopted a compensation committee charter, which is available on our website and details the principal functions of the compensation committee, including:

● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation;

● reviewing and approving the compensation of all of our other Section 16 officers;

● reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation equity-based remuneration plans;

● assisting management in complying with our proxy statement and annual report disclosure requirements;

● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

● producing a report on executive compensation to be included in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

A copy of the Code of Ethics will be provided without charge upon request from us and is available at our website at www.semperparatusspac.com.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities.

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.

is qualified to serve on our Board based on his extensive business and leadership experience.

have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders.

have independent director representation on our audit, compensation, and nominating and corporate governance committees and our independent

directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

of Board in Risk Oversight

Board has extensive involvement in the oversight of risk management related to our Company and its business and accomplishes this oversight

through the regular reporting to the Board by the audit committee.

The audit committee represents the Board by periodically reviewing

our accounting, reporting, and financial practices, including the integrity of our financial statements, the surveillance of administrative

and financial controls, and our compliance with legal and regulatory requirements.

Through its regular meetings with management, including

the finance, legal, internal audit, and information technology functions, the audit committee reviews and discusses all significant areas

of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors.

In addition, the Board receives

periodic detailed operating performance reviews from management.

business and affairs are managed under the direction of the Board.

The Board is divided into three classes, designated as Class I, Class

II, and Class III.

Each class consists, as nearly as may be possible, of one third of the total number of directors constituting the

The term of the current Class I directors, Dr.

Curtis Patton and Jeffrey Feike, expires at the first annual meeting of the

stockholders following the Business Combination;

the term of the current Class II directors, Surendra Ajjarapu, Victor Sordillo, and

Keow Lin Goh, expires at the second annual meeting of the stockholders following the Business Combination;

and the term of the current

Class III directors, Dr.

Ryan Saadi and Susan Podlogar, expires at the third annual meeting of the stockholders following the Business

Company Status

are a “controlled company” for purposes of the corporate governance rules of Nasdaq.

Controlled companies under those rules

are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company.

Saadi owns more than 50% of our voting power.

Accordingly, we are eligible for, but do not currently intend to rely on, certain exemptions

from the corporate governance requirements of Nasdaq.

Specifically, as a “controlled company,” we are not required to have

(1) a majority of independent directors, (2) a nominating and corporate governance committee composed entirely of independent directors,

or (3) a compensation committee composed entirely of independent directors.

In the event we elect to rely on some or all of these exemptions

in the future, stockholders would not have the same protections afforded to stockholders of companies that are subject to all of the

applicable corporate governance rules of Nasdaq.

standing committees of the Board consist of an audit committee, a compensation committee, and a nominating and corporate governance committee.

The Board may, from time to time, establish other committees.

executive officers regularly report to the non-executive directors and the audit, the compensation, and the nominating and corporate

governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing

evaluation of management controls.

We believe that the leadership structure of our Board provides appropriate risk oversight.

audit committee consists of Victor Sordillo, who serves as the chairperson, Jeffrey Feike, and Susan Podlogar.

Each of the members of

the audit committee satisfies the requirements for independence and financial literacy under the applicable rules and regulations of

the SEC and rules of Nasdaq.

Feike qualifies as an audit committee financial expert through his decades of experience overseeing chief financial officers and the

preparation and analysis of financial statements as a hospital and hospital system chief executive officer.

functions of the audit committee include, among other things:

the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent

auditors or engage new independent auditors;

our financial reporting processes and disclosure controls;

and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

the adequacy and effectiveness of our internal control policies and procedures, including the effectiveness of our internal audit

with the independent auditors the annual audit plan, including the scope of audit activities;

and reviewing at least annually a report by our independent auditors describing the independent auditors’ internal quality

control procedures and any material issues raised by the most recent internal quality-control review;

and evaluating our independent auditor’s lead audit partner and the rotation of audit partners as required by law;

to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought

to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent

our annual and quarterly financial statements and reports, including the disclosures contained in the section titled “Management’s

Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our

independent auditors and management;

with our independent auditors and management significant issues that arise regarding accounting principles and financial statement

presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies;

with management and our auditors any earnings announcements and other public announcements regarding material developments;

procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls,

auditing or other matters;

the report that the SEC requires in our annual proxy statement;

and discussing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment

and risk management is implemented;

and evaluating the audit committee charter annually and recommending any proposed changes to the Board.

composition and function of the audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable

SEC and Nasdaq rules and regulations.

Board adopted a written charter for the audit committee, which is available on our website.

compensation committee consists of Susan Podlogar, who serves as the chairperson, and Dr.

Keow Lin Goh.

Each of the members of the compensation

committee meets the requirements for independence under the under the applicable rules and regulations of the SEC and rules of Nasdaq.

functions of the committee include, among other things:

and approving any corporate objectives that pertain to the determination of executive compensation;

and approving the compensation and other terms of employment of our executive officers;

and approving performance goals and objectives relevant to the compensation of our chief executive officer;

our chief executive officer’s performance in light of the foregoing goals and objectives and, either as a committee or together

with the other independent directors, determining and approving our chief executive officer’s compensation level based on this

recommendations to the Board regarding non-chief executive officer compensation and the adoption or amendment of equity and cash

incentive plans and approving amendments to such plans to the extent authorized by the Board;

and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange

administering

equity incentive plans, to the extent such authority is delegated by the Board;

with management our disclosures under the caption “Compensation Discussion and Analysis” in periodic reports or proxy

statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

an annual report on executive compensation that the SEC requires in our annual proxy statement;

and evaluating the compensation committee charter annually and recommending any proposed changes to the Board.

composition and function of the compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable

SEC and Nasdaq rules and regulations.

Board adopted a written charter for the compensation committee, which is available on our website.

and Corporate Governance Committee

nominating and corporate governance committee consists of Jeffrey Feike, who serves as the chairperson, and Dr.

Keow Lin Goh.

the members of the nominating and corporate governance committee meets the requirements for independence under the applicable rules and

regulations of the SEC and rules of Nasdaq.

functions of this committee include, among other things:

reviewing, and making recommendations of candidates to serve on the Board;

the performance of the Board, committees of the Board, and individual directors and determining whether continued service on the

Board is appropriate;

nominations by stockholders of candidates for election to the Board;

the current size, composition, and organization of the Board and its committees and making recommendations to the Board for approvals;

to the Board any changes to our corporate governance policies and principles;

issues and developments related to corporate governance and identifying and bringing to the attention of the Board current and emerging

corporate governance trends;

periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any

proposed changes to the Board.

composition and function of the nominating and corporate governance committee complies with all applicable requirements of the Sarbanes-Oxley

Act and all applicable SEC and Nasdaq rules and regulations.

Board adopted a written charter for the nominating and corporate governance committee, which is available on our website.

Section 16(a) Reports

16(a) of the Exchange Act requires our directors, specified officers and persons who beneficially own more than 10% of a registered class

of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other

equity securities.

Based solely on a review of Section 16(a) reports filed electronically with the SEC during or with respect to the

fiscal year ended December 31, 2023, or written representations that no other reports were required, we believe that our Section 16(a)

reporting persons complied with all applicable filing requirement during the fiscal year ended December 31, 2023, except that Surendra

Ajjarapu, who served as the Chief Executive Officer and Chairman of Semper Paratus and who was a beneficial owner of more than 10% of

the outstanding shares of the Class A ordinary shares of Semper Paratus, filed one late report with respect to one transaction.

of Business Conduct and Ethics

have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including those officers

responsible for financial reporting.

A current copy of the code of business conduct and ethics is available under the Governance Documents

section of our website.

We intend to disclose future amendments to the code or any waivers of its requirements on our website at https://ir.tevogen.com/governance/governance-documents/default.aspx.

Nominations for Directors

to the Business Combination, holders of Semper Paratus public shares did not have the right to recommend director candidates for nomination

to the Board.

Following the Business Combination, our nominating and corporate governance committee is responsible for evaluating individuals

recommended for nomination by stockholders for election to the Board and recommending appropriate action for the Board in accordance

with our Corporate Governance Guidelines and applicable law.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

None of our officers or directors have received any cash compensation for services rendered to us.

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 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.

Since November 3, 2021 and until the earlier of consummation of our initial business combination and our liquidation, we have been and will continue to reimburse an affiliate of our sponsor for office space and administrative and support services provided to us in the amount of $10,000 per month.

In addition, our sponsor, members of our management team and their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that are made by us to our sponsor, any member of our management team or their respective affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be described, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-transaction business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

and Director Compensation of Semper Paratus

Sponsor, Original Sponsor, executive officers and directors, and their respective affiliates were reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on

business combinations.

Our audit committee reviewed on a quarterly basis all payments that were made by us to our Sponsor, the Original

Sponsor, our executive officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination

were made using funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we did not

have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket

expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business

Other than these payments and reimbursements, we paid no compensation of any kind, including finder’s and consulting

fees, to the Sponsor, the Original Sponsor, our executive officers and directors, or any of their respective affiliates prior to completion

of the Business Combination.

and Director Compensation of Tevogen

following tables and accompanying narrative set forth information about the 2023 and 2022 compensation provided to our principal executive

officer and the two most highly compensated executive officers (other than our principal executive officer) who were serving as executive

officers as of December 31, 2023.

These executive officers consist of Dr.

Ryan Saadi, our Chief Executive Officer, Kirti Desai, our Chief

Financial Officer, and Dr.

Neal Flomenberg, our Chief Scientific Officer and Global R&D Lead, and are referred to in this section

as our “named executive officers” or “NEOs.”

discussion may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations

regarding future compensation practices.

Actual compensation practices in the future may differ materially from the forward-looking statements

included in this discussion.

Compensation Table

following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded

to, earned by, or paid to our named executive officers for the last two completed fiscal years.

Name and Principal Position

Ryan Saadi, M.D., M.P.H.

Chief Executive Officer

Chief Financial Officer

Neal Flomenberg, M.D.

Chief Scientific Officer and Global R&D Lead

amount in this column reflects the full grant-date fair value of RSUs during 2023 computed in accordance with Accounting Standards

Codification 718, Compensation – Stock Compensation , excluding estimates of forfeitures related to service-based vesting

conditions, and assuming satisfaction of the liquidity event condition contained in such awards (the “Liquidity Event Condition”).

The amount reported reflects the accounting cost for the RSU awards and does not correspond to the actual value that may be recognized

Flomenberg in connection with the applicable award.

Disclosure to Summary Compensation Table

named executive officers receive base salaries to compensate them for services rendered to us.

The base salary payable to each named

executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role,

and responsibilities.

The annual base salaries for Dr.

Desai, and Dr.

Flomenberg for 2023 were $501,000, $300,000, and $350,000,

respectively.

to the consummation of the Business Combination, from time to time, we granted equity awards under the Tevogen Bio Inc 2020 Equity Incentive

Plan (the “2020 Plan”) as incentives to attract, retain, and motivate our named executive officers.

In July 2023, we granted

Flomenberg an equity award of 100,000 RSUs.

The vesting of Dr.

Flomenberg’s award requires the satisfaction of both a service-based

condition and the Liquidity Event Condition.

The service-based condition was satisfied with respect to 50% of the RSUs upon grant and

is satisfied with respect to 25% of the RSUs on each of the first two anniversaries of the award.

The Liquidity Event Condition was satisfied

upon the consummation of the Business Combination.

connection with the consummation of the Business Combination, we adopted the Tevogen Bio Holdings Inc.

2024 Omnibus Incentive Plan (the

“2024 Plan”) and no longer grant awards pursuant to the 2020 Plan.

Each RSU award granted under the 2020 Plan that was outstanding

and unvested as of the Closing Date was automatically canceled and converted into an award under the 2024 Plan with respect to the Common

Such converted awards remain subject to the same terms and conditions as set forth under the applicable award agreement prior

to the consummation of the Business Combination.

For a description of the features of the 2024 Plan, see “—Equity Incentive

Equity Awards at Fiscal Year-End

following table provides information regarding equity awards held by our named executive officers that were outstanding as of December

The awards listed in this table were granted under the 2020 Plan, which is summarized above under “—Narrative Disclosure

to Summary Compensation Table—Equity Compensation.” Our named executive officers did not hold any outstanding stock options

as of December 31, 2023.

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Ryan Saadi, M.D., M.P.H

Neal Flomenberg, M.D.

5,332,902 (1)

$ 34,177,000 (2)

an award of 1,000,000 RSUs of Tevogen Bio granted on July 1, 2022 (the “Initial Flomenberg Award”), 75% of which vested

upon the consummation of the Business Combination, and an award of 100,000 RSUs of Tevogen Bio granted on July 14, 2023 (the “Additional

Flomenberg Award”), all of which remain unvested, adjusted to reflect the Exchange Ratio and expressed in shares of Common

The vesting of each award requires the satisfaction of both a service-based condition and the Liquidity Event Condition.

Liquidity Event Condition was satisfied with respect to both awards by the consummation of the Business Combination.

The RSUs begin

to vest to the extent both conditions have been satisfied on the first date upon which both conditions have been satisfied.

The service-based

condition was satisfied with respect to 75% of the RSUs of the Initial Flomenberg Award as of July 1, 2023, and will be satisfied

with respect to the remaining 25% on July 1, 2024.

The Additional Flomenberg Award will vest with respect to 25% of the RSUs on each

anniversary of July 14, 2023.

a fair market value per share of Tevogen Bio’s common stock of $34.77 based on Tevogen Bio’s most recent estimated fair

value of its common stock as of December 31, 2023.

the year ended December 31, 2023, we did not pay any fees to, or make any equity or non-equity awards to, or pay any other compensation

to the non-employee members of our Board for their services as directors, except that we granted Mr.

Sordillo 19,000 RSUs

of Tevogen Bio on January 5, 2023.

Stock Awards ($)

Victor Sordillo

253,460 (1)(2)

All other non-employee directors

of December 31, 2023, Mr.

Sordillo held RSUs for a total of 96,962 shares of Common Stock, adjusted to reflect the Exchange Ratio.

Except for these RSUs and RSUs for 193,924 shares of Common Stock held by Susan Podlogar, also as adjusted to reflect the Exchange

Ratio, there were no outstanding stock awards or option awards held by our non-employee directors as of December 31, 2023.

a grant date fair value per share of Tevogen Bio common stock of $13.34 on the date of the grant.

Incentive Plan

described in more detail below, certain notable features of the 2024 Plan include:

of options and stock appreciation rights only at a per share exercise price at least equal to the fair market value of a share of

our Common Stock on the grant date;

of options with a ten-year maximum term;

are subject to potential clawback, forfeiture, repayment or other similar action pursuant to any clawback policy adopted by us or

an affiliate or applicable law;

liberal share recycling;

payment of dividends or dividend equivalent rights on options or stock appreciation rights, and no current payment of dividends or

dividend equivalent rights on unvested performance-based awards;

repricing of options or stock appreciation rights without prior stockholder approval.

of the Material Terms of the 2024 Plan

and Eligibility

purpose of the 2024 Plan is (i) to provide eligible persons with an incentive to contribute to our success and to operate and manage

our business in a manner that will provide for our long-term growth and profitability and that will benefit our stockholders and other

important stakeholders, including our employees and customers, and (ii) to provide a means of recruiting, rewarding, and retaining key

awards may be granted under the 2024 Plan to officers, directors, including non-employee directors, other employees, advisors, consultants

or other service providers of the Company or our subsidiaries or other affiliates, and to any other individuals who are approved by the

Committee (as defined below) as eligible to participate in the 2024 Plan.

Only our employees or employees of our corporate subsidiaries

are eligible to receive incentive stock options.

Administration,

Amendment and Termination

2024 Plan generally is administered by a committee composed of not fewer than two directors designated by the Board, each of whom must

be a “non-employee director” and satisfy the composition requirements under the listing rules of Nasdaq (the “Committee”).

where the authority to act on such matters is specifically reserved to the Board under the 2024 Plan or applicable law, the Committee

has full power and authority to interpret and construe all provisions of the 2024 Plan, any award, and any award agreement, and take

all actions and to make all determinations required or provided for under the 2024 Plan, any award, and any award agreement, including

the authority to:

grantees of awards;

the type or types of awards to be made to a grantee;

the number of shares of our Common Stock subject to an award or to which an award relates;

the terms and conditions of each award;

the form of each award agreement;

to limitations in the 2024 Plan (including the prohibition on repricing of options or share appreciation rights without stockholder

approval), amend, modify, or supplement the terms of any outstanding award;

substitute awards.

Board also is authorized to appoint one or more committees of the Board consisting of one or more directors who need not meet the independence

requirements above for certain limited purposes permitted by the 2024 Plan, and to the extent permitted by applicable law, the Committee

will be authorized to delegate authority to our Chief Executive Officer and/or any other officers for certain limited purposes permitted

by the 2024 Plan.

The Board will retain the authority under the 2024 Plan to exercise any or all of the powers and authorities related

to the administration and implementation of the 2024 Plan.

Board may amend, suspend, or terminate the 2024 Plan at any time;

provided that with respect to awards that are granted under the 2024

Plan, no amendment, suspension or termination may materially impair the rights of the award holder without such holder’s consent.

No such action may amend the 2024 Plan without the approval of stockholders if the amendment is required to be submitted for stockholder

approval by the Board, the terms of the 2024 Plan, or applicable law.

under the 2024 Plan may be made in the form of:

options, which may be either incentive stock options or nonqualified stock options;

appreciation rights or “SARs”;

equivalent rights;

awards, including performance shares;

equity-based awards;

incentive stock option is an option that meets the requirements of Section 422 of the Code, and a nonqualified stock option is an option

that does not meet those requirements.

A SAR is a right to receive upon exercise, in the form of stock, cash or a combination of stock

and cash, the excess of the fair market value of one share of Common Stock on the exercise date over the exercise price of the SAR.

stock is an award of Common Stock subject to restrictions over restricted periods that subject the shares of Common Stock to a substantial

risk of forfeiture, as defined in Section 83 of the Code.

A restricted stock unit or deferred stock unit is an award that represents

a conditional right to receive shares of Common Stock in the future and that may be made subject to the same types of restrictions and

risk of forfeiture as restricted stock.

Unrestricted shares are shares of Common Stock free of restrictions other than those imposed

under federal or state securities law.

Dividend equivalent rights are awards entitling the grantee to receive cash, shares of Common

Stock, other awards under the 2024 Plan or other property equal in value to dividends or other periodic payments paid or made with respect

to a specified number of shares of Common Stock.

Performance awards are awards made subject to the achievement of one or more performance

goals over a performance period established by the Committee.

Other equity-based awards are awards representing a right or other interest

that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to stock, other than

an option, SAR, restricted stock, restricted stock unit, unrestricted stock, dividend equivalent right, or a performance award.

2024 Plan provides that each award will be evidenced by an award agreement, which may specify terms and conditions of the award that

differ from the terms and conditions that would otherwise apply under the 2024 Plan in the absence of the different terms and conditions

in the award agreement.

In the event of any inconsistency between the 2024 Plan and an award agreement, the provisions of the 2024 Plan

will control.

under the 2024 Plan may be granted alone or in addition to, in tandem with, or in substitution or exchange for any other award under

the 2024 Plan, other awards under another compensatory plan of the Company or any of our affiliates (or any business entity that has

been a party to a transaction with us or any of our affiliates), or other rights to payment from us or any of our affiliates.

granted in addition to or in tandem with other awards may be granted either at the same time or at different times.

Committee may permit or require the deferral of any payment pursuant to any award into a deferred compensation arrangement, which may

include provisions for the payment or crediting of interest or dividend equivalent rights, in accordance with rules and procedures established

by the Committee.

Awards under the 2024 Plan generally will be granted for no consideration other than past services by the grantee of

the award or, if provided for in the award agreement or in a separate agreement, the grantee’s promise to perform future services

to us or one of our subsidiaries or other affiliates.

may reserve the right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account

of actions taken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement,

non-competition agreement, agreement prohibiting solicitation of our employees or clients or employees or clients of any affiliate, confidentiality

obligations with respect to us or any affiliate, or otherwise in competition with us or any affiliate, to the extent specified in such

award agreement.

If the grantee is an employee and is terminated for “Cause” (as defined in the 2024 Plan), the Committee

may annul the grantee’s award as of the date of the grantee’s termination.

addition, any award granted pursuant to the 2024 Plan will be subject to mandatory repayment by the grantee to us to the extent (i) set

forth in the 2024 Plan or in an award agreement, or (ii) the grantee is or becomes subject to any clawback policy or compensation recovery

policy or such other similar policy of us or an affiliate, or any applicable laws which impose mandatory recoupment.

Subject to the 2024 Plan

to adjustment as described below, the maximum number of shares of Common Stock reserved for issuance under the 2024 Plan is equal to

the sum of (a) 40,000,000 shares of Common Stock plus (b) an annual increase as of the first business day of each calendar year, for

a period of not more than ten (10) years and starting with the 2025 calendar year, in an amount equal to the lesser of (i) a number of

shares of Common Stock equal to 5.0% of the total number of shares of Common Stock outstanding as of the last day of the immediately

preceding calendar year, or (ii) such lesser number of shares of Common Stock as determined by the Committee.

The maximum number of shares

of Common Stock available for issuance pursuant to incentive stock options granted under the 2024 Plan is the same as the total number

of shares of Common Stock reserved for issuance under the 2024 Plan.

Shares of Common Stock issued under the 2024 Plan may be authorized

and unissued shares of Common Stock, or treasury shares of Common Stock, or a combination of the foregoing.

shares of Common Stock covered by an award, or portion of an award, granted under the 2024 Plan that are not purchased or forfeited or

canceled, or expire or otherwise terminate without the issuance of shares of Common Stock or are settled in cash in lieu of shares of

Common Stock, will again be available for issuance under the 2024 Plan.

of Common Stock subject to an award granted under the 2024 Plan are counted against the maximum number of shares of Common Stock reserved

for issuance under the 2024 Plan as one share for every one share subject to such an award.

In addition, at least the target number of

shares of Common Stock issuable under a performance award is counted against the maximum number of shares of Common Stock reserved for

issuance under the 2024 Plan as of the grant date, but such number is adjusted to equal the actual number of shares of Common Stock issued

upon settlement of the performance award to the extent different from such number initially counted against the share reserve.

number of shares of Common Stock available for issuance under the 2024 Plan is not increased by the number of shares of Common Stock:

(i) tendered or withheld or subject to an award surrendered in connection with the purchase of shares of Common Stock upon exercise of

(ii) that were not issued upon the net settlement or net exercise of a stock-settled SAR;

(iii) deducted or delivered from

payment of an award in connection with our tax withholding obligations;

or (iv) purchased by us with proceeds from option exercises.

2024 Plan authorizes the Committee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as

incentive stock options.

An option granted under the 2024 Plan is exercisable only to the extent that it is vested.

Each option becomes

vested and exercisable at such times and under such conditions as the Committee may approve consistent with the terms of the 2024 Plan.

No option may be exercisable more than ten years after the option grant date, or five years after the option grant date in the case of

an incentive stock option granted to a “ten percent stockholder” (as defined in the 2024 Plan);

provided that, to the extent

deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any option

granted to a grantee who is a foreign national or is a natural person who is employed outside of the United States, such option may terminate,

and all rights to purchase shares of Common Stock thereunder may cease, upon the expiration of a period longer than ten (10)

years from the date of grant of such option as the Committee shall determine.

The Committee may include in the option agreement provisions

specifying the period during which an option may be exercised following termination of the grantee’s service.

The exercise price

of each option is determined by the Committee, provided that the per share exercise price will be equal to or greater than 100% of the

fair market value of a share of Common Stock on the grant date (other than as permitted for substitute awards).

If we were to grant incentive

stock options to any ten percent stockholder, the per share exercise price would not be less than 110% of the fair market value of a

share of Common Stock on the grant date.

stock options and nonqualified stock options are generally non-transferable, except for transfers by will or the laws of descent and

distribution.

The Committee may, in its discretion, determine that a nonqualified stock option may be transferred to family members by

gift or other transfers deemed not to be for value.

Appreciation Rights

2024 Plan authorizes the Committee to grant SARs that provide the recipient with the right to receive, upon exercise of the SAR, cash,

Common Stock, or a combination of the two.

The amount that the recipient receives upon exercise of the SAR generally equals the excess

of the fair market value of shares of Common Stock on the date of exercise over the fair market value of shares of Common Stock on the

SARs become exercisable in accordance with terms determined by the Committee.

SARs may be granted in tandem with an option

grant or independently from an option grant.

The term of a SAR cannot exceed ten (10) years from the date of grant.

The per share exercise

price of a SAR is no less than the fair market value of one share of Common Stock on the grant date of such SAR.

are nontransferable, except for transfers by will or the laws of descent and distribution.

The Committee may determine that all or part

of a SAR may be transferred to certain family members of the grantee by gift or other transfers deemed not to be for value.

so long as the Common Stock remains listed on Nasdaq, the fair market value of the Common Stock on an award’s grant date, or on

any other date for which fair market value is required to be established under the 2024 Plan, is the closing price of the Common Stock

as reported on Nasdaq on such date.

If there is no such reported closing price on such date, the fair market value of the Common Stock

will be the closing price of the Common Stock as reported on such market on the next preceding date on which any sale of Common Stock

will have been reported.

the Common Stock ceases to be listed on Nasdaq and is listed on another established national or regional stock exchange, or traded on

another established securities market, fair market value will similarly be determined by reference to the closing price of the Common

Stock on the applicable date as reported on such other stock exchange or established securities market.

the Common Stock ceases to be listed on Nasdaq or another established national or regional stock exchange, or traded on another established

securities market, the Committee will determine the fair market value of the Common Stock by the reasonable application of a reasonable

valuation method in a manner consistent with Section 409A of the Code.

in connection with a corporate transaction involving us (including, without limitation, any stock dividend, distribution (whether in

the form of cash, shares of common stock, other securities or other property), stock split, extraordinary dividend, recapitalization,

change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of common

stock or other securities or similar transaction), we may not, without obtaining stockholder approval, (a) amend the terms of outstanding

options or SARs to reduce the exercise price of such outstanding options or SARs, (b) cancel outstanding options or SARs in exchange

for, or in substitution of, options or SARs with an exercise price that is less than the exercise price of the original options or SARs,

or (c) cancel outstanding options or SARs with an exercise price above the current price of Common Stock in exchange for cash or other

securities, in each case, unless such action is (i) subject to and approved by our stockholders, or (ii) would not be deemed to be a

repricing under the rules of any stock exchange or securities market on which the Common Stock is listed or publicly traded.

Stock, Restricted Stock Units, and Deferred Stock Units

2024 Plan authorizes the Committee to grant restricted stock, restricted stock units, and deferred stock units.

Subject to the provisions

of the 2024 Plan, the Committee determines the terms and conditions of each award of restricted stock, restricted stock units, and deferred

stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award, and the purchase

price, if any, for the shares of Common Stock subject to the award.

The restrictions, if any, may lapse over a specified period of time

or through the satisfaction of conditions, in installments or otherwise, as the Committee may determine.

A grantee of restricted stock

has all of the rights of a stockholder as to those shares of Common Stock, including, without limitation, the right to vote the shares

of Common Stock and receive dividends or distributions on the shares of Common Stock, except to the extent limited by the Committee.

The Committee may provide in an award agreement evidencing a grant of restricted stock that (a) cash dividend payments or distributions

paid on restricted stock will be reinvested in shares of Common Stock, which may or may not be subject to the same vesting conditions

and restrictions as applicable to such shares of restricted stock, or (b) any dividend payments or distributions declared or paid on

shares of restricted stock will only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such

shares of restricted stock.

Dividend payments or distributions declared or paid on shares of restricted stock which vest or are earned

based on the achievement of performance goals do not vest unless such performance goals for such shares of restricted stock are achieved,

and if such performance goals are not achieved, the grantee of such shares of restricted stock promptly forfeits and, to the extent already

paid or distributed, repay to us such dividend payments or distributions.

Grantees of restricted stock units and deferred stock units

have no voting or dividend rights or other rights associated with share ownership, although the Committee may award dividend equivalent

rights on such units.

the restricted period, if any, when restricted stock, restricted stock units, and deferred stock units are non-transferable or forfeitable,

a grantee is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating, or otherwise encumbering or disposing

of the grantees’ restricted stock, restricted stock units, and deferred stock units.

2024 Plan authorizes the Committee to grant unrestricted stock, free of any restrictions such as vesting requirements, in such amounts

and upon such terms as the Committee may determine.

Unrestricted stock awards may be granted or sold in respect of past services.

Equivalent Rights

2024 Plan authorizes the Committee to grant dividend equivalent rights.

Dividend equivalent rights may be granted independently or in

connection with the grant of any equity-based award, except that no dividend equivalent right may be granted in connection with, or related

to an option or SAR.

Dividend equivalent rights may be paid currently (with or without being subject to forfeiture or a repayment obligation)

or may be deemed to be reinvested in additional shares of Common Stock or awards which may thereafter accrue additional dividend equivalent

rights (with or without being subject to forfeiture or a repayment obligation) and may be payable in cash, shares of Common Stock, or

a combination of the two.

Dividend equivalent rights granted as a component of another award may (a) provide that such dividend equivalent

right will be settled upon exercise, settlement, or payment of, or lase of restriction on, such other award and that such dividend equivalent

will expire or be forfeited or annulled under the same conditions as such award or (b) contain terms and conditions which are different

from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant to a dividend equivalent

right granted as a component of another award which vests or is earned based on the achievement of performance goals will not vest unless

such performance goals for such underlying award are achieved, and if such performance goals are not achieved, the grantee of such dividend

equivalent right will promptly forfeit and, to the extent already paid or distributed, repay to us payments or distributions made in

connection with such dividend equivalent rights.

2024 Plan authorizes the Committee to grant performance awards.

The Committee determines the applicable performance period, the performance

goals, and such other conditions that apply to the performance award.

Any performance measures may be used to measure the performance

of the Company and its subsidiaries and other affiliates as a whole or any business unit of us, our subsidiaries, and/or our affiliates

or any combination thereof, as the Committee may deem appropriate, or any performance measures as compared to the performance of a group

of comparable companies, or published or special index that the Committee deems appropriate.

Performance goals may relate to our financial

performance or the financial performance of our operating units, the grantee’s performance, or such other criteria determined by

the Committee.

If the performance goals are met, performance awards will be paid in cash, shares of Common Stock, other awards, or a

combination thereof.

Equity-Based Awards

2024 Plan authorizes the Committee to grant other types of stock-based awards under the 2024 Plan.

The terms and conditions that apply

to other equity-based awards are determined by the Committee.

exercise price for any option or the purchase price (if any) for restricted stock, vested restricted stock units, and/or vested deferred

stock units is generally payable (i) in cash or in cash equivalents acceptable to us, (ii) to the extent the award agreement provides,

by the tender (or attestation of ownership) of shares of Common Stock having a fair market value on the date of tender (or attestation)

equal to the exercise price or purchase price, (iii) to the extent permitted by law and to the extent permitted by the award agreement,

through a broker-assisted cashless exercise, or (iv) to the extent the award agreement provides and/or unless otherwise specified in

an award agreement, any other form permissible by applicable law, including net exercise or net settlement and service rendered to us

or our affiliates.

in Capitalization

Committee may adjust the terms of outstanding awards under the 2024 Plan to preserve the proportionate interests of the holders in such

awards on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of shares, exchange

of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected without

receipt of consideration by us.

The adjustments will include proportionate adjustments to (i) the number and kind of shares subject to

outstanding awards and (ii) the per share exercise price of outstanding options or SARs.

not Constituting a Change in Control

we are the surviving entity in any reorganization, merger, or consolidation of us with one or more other entities which does not constitute

a “change in control” (as defined in the 2024 Plan), any awards will be adjusted to pertain to and apply to the securities

to which a holder of the number of shares of Common Stock subject to such award would have been entitled immediately after such transaction,

with a corresponding proportionate adjustment to the per share price of options and SARs so that the aggregate price per share of each

option or SAR thereafter is the same as the aggregate price per share of each option or SAR subject to the option or SAR immediately

prior to such transaction.

Further, in the event of any such transaction, performance awards (and the related performance measures if

deemed appropriate by the Committee) will be adjusted to apply to the securities that a holder of the number of Common Stock subject

to such performance awards would have been entitled to receive following such transaction.

of a Change in Control in which Awards are not Assumed

as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing,

upon the occurrence of a change in control in which outstanding awards are not being assumed or continued, the following provisions will

apply to such awards, to the extent not assumed or continued:

● Immediately

prior to the occurrence of such change in control, in each case with the exception of performance

awards, all outstanding shares of restricted stock and all restricted stock units, deferred

stock units, and dividend equivalent rights will be deemed to have vested, and all shares

of Common Stock and/or cash subject to such awards will be delivered;

and either or both

of the following two actions will be taken:

least fifteen (15) days prior to the scheduled consummation of such change in control, all

options and SARs outstanding will become immediately exercisable and will remain exercisable

for a period of fifteen (15) days.

Any exercise of an option or SAR during this fifteen (15)

day period will be conditioned on the consummation of the applicable change in control and

will be effective only immediately before the consummation thereof, and upon consummation

of such change in control, the 2024 Plan and all outstanding but unexercised options and

SARs will terminate, with or without consideration as determined by the Committee in its

sole discretion;

Committee may elect, in its sole discretion, to cancel any outstanding awards of options,

SARs, restricted stock, restricted stock units, deferred stock units, and/or dividend equivalent

rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount

in cash or capital stock having a value (as determined by the Committee acting in good faith),

in the case of restricted stock, restricted stock units, deferred stock units, and dividend

equivalent rights (for shares of Common Stock subject thereto), equal to the formula or fixed

price per share paid to holders of shares of Common Stock pursuant to such change in control

and, in the case of options or SARs, equal to the product of the number of shares of Common

Stock such subject to such options or SARs multiplied by the amount, if any, which (i) the

formula or fixed price per share paid to holders of shares of Common Stock pursuant to such

change in control exceeds (ii) the option price or SAR price applicable to such options or

performance awards, if less than half of the performance period has lapsed, such awards will

be treated as though the target performance thereunder has been achieved.

If at least half

of the performance period has lapsed, such performance awards will be earned, as of immediately

prior to but contingent on the occurrence of such change in control, based on the greater

of (i) deemed achievement of target performance or (ii) determination of actual performance

as of a date reasonably proximate to the date of consummation of the change in control as

determined by the Committee, in its sole discretion.

Equity-Based Awards will be governed by the terms of the applicable award agreement.

of a Change in Control in which Awards are Assumed

as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing,

upon the occurrence of a change in control in which outstanding awards are being assumed or continued, the following provisions will

apply to such awards, to the extent not assumed or continued:

The 2024 Plan and the options, SARs, restricted stock, restricted stock

units, deferred stock units, dividend equivalent rights, and other equity-based equity awards granted under the 2024 Plan will continue

in the manner and under the terms so provided in the event of any change in control to the extent that provision is made in writing in

connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards of

new options, SARs, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based

awards relating to the capital stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustment as to the

number of shares of Common Stock and exercise price of options and SARs.

general, a “change in control” means:

transaction or series of related transactions whereby a person or group (with certain exceptions) becomes the beneficial owner of

50% or more of the total voting power of our voting stock on a fully diluted basis;

who, as of the Effective Date, constitute the Board (together with any new directors whose election was approved by at least a majority

of the members of the Board then in office), cease to constitute a majority of the members of the Board then in office;

merger or consolidation involving us, other than any such transaction in which the holders of our voting stock immediately prior

to the transaction own directly or indirectly at least a majority of the voting power of the surviving entity immediately after the

sale of substantially all of our assets to another person or entity;

consummation of a plan or proposal for the dissolution or liquidation of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 1, 2023 based on information obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

● each of our executive officers and directors that beneficially owns our ordinary shares;

● all our executive officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

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 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.

Class A Ordinary Shares

Class B Ordinary Shares

Compensation Plan Information

of December 31, 2023, we did not have any securities authorized for issuance under equity compensation plans.

In connection with the

Business Combination, our stockholders approved the Tevogen Bio Holdings Inc.

2024 Omnibus Incentive Plan.

Ownership of Securities

following table sets forth information regarding the beneficial ownership of Common Stock as of March 27, 2024 by:

person known by us to be the beneficial owner of more than 5% of the outstanding shares of

Common Stock;

of our named executive officers and directors;

of our executive officers and directors as a group.

ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security

if they possess sole or shared voting or investment power over that security.

Under those rules, beneficial ownership includes securities

that the individual or entity has the right to acquire, such as through the exercise of warrants or the vesting of restricted stock units

(“RSUs”), within 60 days of April 26, 2024.

Shares subject to warrants that are currently exercisable or exercisable within

60 days of March 27, 2024 or subject to RSUs that vest within 60 days of April 26, 2024 are considered outstanding and beneficially owned

by the person holding such warrants or RSUs for the purpose of computing the percentage ownership of that person but are not treated

as outstanding for the purpose of computing the percentage ownership of any other person.

Except as noted by footnote, and subject to

community property laws where applicable, based on the information provided to us, we believe that the persons and entities named in

the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

beneficial ownership of the Common Stock is based on 164,614,418 shares issued and outstanding as of April 26, 2024.

Name and Address of Beneficial Owner

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

Jeff Rogers(3)

Parizad Olver Parchi

Hooman Yazhari

All executive officers and directors as a group (7 individuals)

Five Percent Holders

Saba Capital Management, L.P.

Polar Asset Management Partners Inc.

Corbin Capital Partners, L.P.

*Less than 1%

(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) 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.

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, 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.

citizen, and represents shares held by Saba Capital.

The business address of Saba Capital, Saba GP and Mr.

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

(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.

The business address of each is 590 Madison Avenue, 31st Floor, New York, NY 10022.

Changes in Control

Certain Relationships and Related Transactions, and Director Independence.

On April 22, 2021, our sponsor paid an aggregate purchase price of $25,000, or approximately $0.0029 per share, to subscribe for an aggregate of 8,625,000 Class B ordinary shares, par value $0.0001.

Prior to the initial investment in the company of $25,000 by our sponsor, our company had no assets, tangible or intangible.

The per share price of the founder shares was determined by dividing the amount contributed to our company by the number of founder shares issued.

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 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 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.

The placement units (including the placement shares and placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of our initial business combination.

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, then, subject to his or her fiduciary duties under Cayman Islands law, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

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.

We currently maintain our executive offices at 767 Third Avenue, 38th Floor, New York, New York 10017.

The cost for our use of this space is included in the $10,000 per month fee we began to pay to an affiliate of our sponsor for office space and administrative and support services, commencing on November 3, 2021.

Upon completion of our initial business combination or our liquidation, we expect to cease paying these monthly fees.

Our sponsor, members of our management team or their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that are made by us to our sponsor, any member of our management team or their respective affiliates and determines which expenses and the amount of expenses that are reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Our sponsor loaned us up to $300,000 to be used for a portion of the expenses of our initial public offering.

These loans were non-interest bearing, unsecured and were due at the earlier of December 31, 2021 and the closing of our initial public offering, which occurred on November 8, 2021.

The loan was repaid upon the closing of our initial public offering out of the portion of the proceeds from our initial public offering and the sale of placement units that were allocated for the payment of offering expenses (other than underwriting discounts and commissions) and were not held in the trust account.

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.

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.

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

Except for the foregoing, the terms of such additional loans, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our sponsor or its affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company.

All of these fees will be described, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-transaction business to determine officer and director compensation.

We have entered into a registration and shareholder rights agreement pursuant to which (i) our initial shareholders are entitled to certain registration rights with respect to the placement units, the units issuable upon conversion of working capital loans (if any) and the Class A ordinary shares included in the units and issuable upon exercise of the warrants included in the units, and (ii) our sponsor, upon consummation of our initial business combination, are entitled to nominate individuals for appointment to our board of directors, as long as our sponsor holds any securities covered by the registration and shareholder rights agreement.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Policy for Approval of Related Party Transactions

The audit committee of our board of directors adopted a charter providing for the review, approval and/or ratification of “related party transactions”, which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.

At its meetings, the audit committee is provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction, and the benefits of the transaction to the company and to the relevant related party.

Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction.

Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.

Director Independence

The Nasdaq listing standards require that a majority of our board of directors be independent, subject to certain phase-in provisions.

Our board of directors determined that each of Paul P.

Jebely, Parizad Olver Parchi and Brad Stewart are “independent directors” as defined in the Nasdaq listing standards.

Our independent directors have regularly scheduled meetings at which only independent directors are present.

SSVK Associates, LLC

9,488,889 (1)

Manmohan Patel, MD

10,374,489 (2)

Tevogen Directors and Named Executive Officers (3)

118,443,976 (4)

Neal Flomenberg

3,636,070 (5)

Surendra Ajjarapu (1)

9,662,889 (1)

Jeffrey Feike

Curtis Patton

Susan Podlogar

Victor Sordillo

All Tevogen directors and executive officers as a group (10 individuals)

144,216,595 (7)

Securities held by SSVK Associates, LLC (“SSVK”) include 500,000 shares underlying currently exercisable warrants.

Shares held by Mr.

Ajjarapu also include 174,000 shares held by a trust.

Ajjarapu is the managing member of SSVK and may be deemed to have beneficial ownership of the ordinary shares held directly by

SSVK and the trust.

Ajjarapu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he

may have therein, directly or indirectly.

The business address of SSVK, the trust, and Mr.

Ajjarapu is c/o SSVK Associates, LLC, 767 Third Avenue,

38th Floor, New York, NY 10017.

646,412 RSUs that have vested but remain subject to settlement, 1,100,000 shares issuable upon conversion of Preferred Stock that is

held by The Patel Family, LLP or that The Patel Family, LLP has the right to acquire within 60 days of April 26, 2024.

be deemed to beneficially own the shares of stock issuable upon conversion of the Preferred Stock as well as 7,972,487 and 655,590

shares of Common Stock held by HMP Partners, LLC (“HMP Partners”) and The Patel Family, LLP, respectively.

of HMP Partners is 5 Jennie Court, Cedar Grove, New Jersey 07009, and the address of Dr.

Patel is c/o HMP Partners at its address.

The address of The Patel Family, LLP is 66 Macculloch Ave, Morristown, New Jersey 07960.

Patel is the managing member of HMP

Partners and the spouse of the managing member of The Patel Family, LLP.

as otherwise provided, the address of each of these individuals is c/o Tevogen Bio Inc, 15 Independence Boulevard, Suite 410, Warren,

New Jersey 07059.

193,923 shares of Common Stock underlying RSUs held by Dr.

Saadi’s wife that have vested but remain subject to settlement.

shares of Common Stock underlying RSUs that have vested but remain subject to settlement.

42,016 shares of Common Stock underlying RSUs that have vested but remain subject to settlement and 606 shares issuable upon the

vesting of RSUs within 60 days of April 26, 2024.

4,065,935 shares of Common Stock underlying RSUs that have vested but remain subject to settlement, 606 shares issuable upon the

vesting of RSUs within 60 days of April 26, 2024, 500,000 shares underlying currently exercisable warrants, and 500,000 shares issuable upon conversion of Preferred Stock.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Relationships and Related Person Transactions — Semper Paratus

Original Sponsor paid $25,000 to cover certain offering costs of Semper Paratus in consideration for 8,625,000 Class B ordinary shares

(the “founder shares”) which were issued on April 22, 2021.

In August 2021, Semper Paratus effectuated a dividend of approximately

0.3628 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,754,150 Class B ordinary shares outstanding.

On October 1, 2021, Semper Paratus effectuated a dividend of approximately 0.0195 shares for each outstanding Class B ordinary share

resulting in an aggregate of 11,983,333 Class B Founder shares outstanding (up to 1,530,000 of which were subject to forfeiture if the

underwriters’ over-allotment option was not exercised in full).

The Original Sponsor had agreed to forfeit up to 1,530,000 founder

shares to the extent that the over-allotment option was not exercised in full by the underwriters.

Since the underwriters’ exercised

the over-allotment option in full, no founder shares were subject to forfeiture.

Initial Shareholders have agreed, 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.

January 30, 2023, the Original Sponsor, holding all of the founder shares, elected to convert its founder shares into Class A ordinary

shares of Semper Paratus on a one-for-one basis (the “Conversion”).

As a result, 11,983,333 of Semper Paratus’ Class

B ordinary shares were cancelled and 11,983,333 Class A ordinary shares were issued to the Original Sponsor.

The Original Sponsor agreed

that all of the terms and conditions applicable to the founder shares set forth in the Letter Agreement would continue to apply to the

Class A ordinary 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 or any monies or other assets held therein.

May 4, 2023, we entered into the Purchase Agreement with the Sponsor and the Original Sponsor, pursuant to which the Sponsor purchased

from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 private placement units, each consisting of one Class

A ordinary share and one-half of one redeemable warrant that was exercisable for one Class A ordinary share, free and clear of all liens

and encumbrances (other than those contained in the Letter Agreement), for an aggregate purchase price of $1.00 (the “Purchase

Price”) payable at the time of the initial Business Combination.

On June 7, 2023, we transferred 7,988,889 Class A ordinary shares

to the Sponsor, pursuant to the Purchase Agreement.

We estimated the aggregate fair values of the 7,988,889 Class A non-redeemable ordinary

shares, the 1,000,000 private placement shares, and the 500,000 public warrants transferred to be $3,515,111, $440,000, and $20,000,

respectively or $0.44 per share and $0.04 per warrant.

Agreement Loans

May 3, 2023, we entered into a Subscription Agreement with the Original Sponsor and Polar Multi-Strategy Master Fund (the “Investor”)

pursuant to which the Investor agreed to make a cash contribution of $151,000 to the Original Sponsor (the “Initial Capital Contribution”)

on or prior to May 3, 2023, which was in turn loaned to us to cover working capital expenses.

In consideration for the Initial Capital

Contribution, we issued 151,000 shares of Common Stock to the Investor at the closing of the Business Combination, and we agreed to repay

the cash contribution.

June 20, 2023, we entered into a second subscription agreement (the “Second Subscription Agreement”) with the Sponsor and

the Investor pursuant to which the Investor agreed to lend to the Sponsor, which would in turn be lent to us, an aggregate of $1,500,000

(the “Additional Capital Commitment”) to cover working capital expenses (the “Second SPAC Loan”).

In consideration

for the Additional Capital Commitment, we agreed to issue one share of Common Stock for each dollar of the Additional Capital Commitment

funded by the Investor and to repay the cash contribution.

Placement Units

Simultaneously

with the closing of the initial public offering, the Original Sponsor and Cantor purchased an aggregate of 1,450,000 private placement

units at a price of $10.00 per private placement unit in a private placement, generating gross proceeds of $14.5 million.

the private placement units were sold to the Original Sponsor and 150,000 private placement units were sold to Cantor.

No underwriting

discounts or commissions were paid with respect to sale of the private placement units.

The proceeds from the private placement units

were added to the proceeds from the initial public offering held in the Trust Account.

connection with the closing of the Business Combination, each issued and outstanding private placement unit was cancelled and entitled

the holder thereof to one share of Common Stock and one-half of one public warrant, with a whole public warrant representing the right

to acquire one share of Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Semper Paratus

warrant agreement.

Rights Agreement

November 3, 2021, Semper Paratus entered into a Registration and Shareholder Rights Agreement (the “registration rights agreement”),

pursuant to which the Original Sponsor, Cantor and their permitted transferees, if any, are entitled to certain registration rights with

respect to the private placement units, the securities issuable upon conversion of working capital loans (if any) and the Class A ordinary

shares issuable upon exercise of the foregoing and upon conversion of the founder shares.

At the closing of the Business Combination,

we entered into the A&R Registration Rights Agreement (as defined below), which superseded the registration rights agreement.

additional information, see “— Certain Relationships and Related Person Transactions — Tevogen — Amended and

Restated Registration Rights Agreement.”

and Assumption Agreement

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 agreed to assume certain liabilities and

obligations, including liabilities and obligations that would become liabilities and obligations of the Company as a result of the

Business Combination, in the aggregate initial amount of approximately $4.2 million, which amount was later reduced to approximately

$3.6 million, in consideration for the issuance of Series B Preferred

Stock of the Company.

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

Sponsor is the beneficial owner of more than 5% of our common stock, and Suren Ajjarapu, managing member of the Sponsor, is a member

of our Board.

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 (the “Sponsor Conversion”) 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 per share of Semper Paratus common stock,

following which the loans were terminated and deemed to be of no further force or effect.

Relationships and Related Person Transactions — Tevogen

Relationships

Akhtar, wife of our Chairman and Chief Executive Officer, Ryan Saadi, is party to a consulting agreement with Tevogen Bio pursuant to

which she received a compensatory grant of restricted stock units in January 2023 with an aggregate grant date fair value of $533,600

for advisory services provided to Tevogen Bio.

Consulting Inc.

(“Mehtaphoric”), a company controlled by Puja Mehta, daughter of our Chief Financial Officer, Kirti Desai,

is party to a consulting agreement with Tevogen Bio pursuant to which Mehtaphoric received compensatory grants of restricted stock units

in 2021 and 2023 with an aggregate grant date fair value of $267,400 for information technology services provided to Tevogen Bio.

2023, Tevogen Bio granted Victor Sordillo, who is currently a member of the Board, restricted stock units for 19,000 shares of non-voting

common stock with a grant date fair value of $253,460 in anticipation of Mr.

Sordillo’s joining the Tevogen Bio board of directors.

Bio was party to a Stockholder Agreement (the “Stockholder Agreement”) with certain of its stockholders, including Dr.

Desai, former Chief Operating Officer and director Kevin McGrath, and director Jeffrey Feike.

The Stockholder Agreement

provided for a drag-along right pursuant to which the stockholders party thereto agreed to vote their shares in favor of a merger or

other transaction in which Tevogen Bio sold capital stock representing at least 80% of the outstanding voting power of Tevogen Bio

or substantially all of the assets of Tevogen Bio, provided such transaction was approved by at least 50% of the holders of

outstanding shares of Tevogen Bio Common Stock and the Tevogen Bio board of directors.

Additionally, the stockholders party to the

Stockholder Agreement granted Tevogen a right of first refusal with respect to any shares of Tevogen Bio Common Stock that the

stockholders proposed to transfer to a third party.

and Restated Registration Rights Agreement

February 14, 2024, in connection with the consummation of the Business Combination, we entered into an Amended and Restated Registration

Rights Agreement (the “A&R Registration Rights Agreement”) with the Sponsor, the Original Sponsor, Dr.

Flomenberg (the “Company Holders”), the Sponsor Holders (as defined therein) (together the “Special Holders”),

and Cantor Fitzgerald & Co.

(“Cantor” and, together with the Special Holders, the “RRA Holders”).

to the A&R Registration Rights Agreement, we agreed to use commercially reasonable efforts to file a registration statement registering

the resale of certain shares of Common Stock and warrants (the “Registrable Securities”).

In addition, at any time (after

the expiration of any lock-up period) and from time to time after the shelf registration statement has been declared effective, the Special

Holders holding at least a majority in interest of Registrable Securities may request to sell all or any portion of their Registrable

Securities in an underwritten offering that is registered pursuant to the shelf registration statement (each, an “Underwritten

Shelf Takedown”);

provided that such Underwritten Shelf Takedown meets certain requirements and that we shall not be obligated

to effect more than one Underwritten Shelf Takedown during any twelve-month period.

February 14, 2024, in connection with the consummation of the Business Combination, we entered into the Lock-Up Agreement with the Sponsor

Saadi (together with the Sponsor, the “Locked-Up Parties”) with respect to certain of our securities held by the

Locked-Up Parties immediately following the Closing Date (the “Lock-Up Securities”), pursuant to which each Locked-Up Party

agreed subject to specified exceptions not to transfer any Lock-Up Securities until the earlier of (A) six months after the Closing Date

and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock 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 the Business Combination, or (y) the date on which Tevogen completes a liquidation, merger,

share exchange, or other similar transaction that results in all of its stockholders having the right to exchange their Common Stock

for cash, securities, or other property.

Advisory Services Fee

In June 2023, pursuant to the Merger Agreement, Tevogen Bio agreed that

at the Effective Time, it would pay $2.0 million to the Sponsor for advisory services (the “Sponsor Advisory Services Fee”).

Thereafter, in connection with the closing of the Business Combination and the Sponsor Conversion, the Sponsor Advisory Services Fee was

reduced to $500,000.

This amount was further reduced to $250,000 by reducing a repayment obligation of the Sponsor.

That repayment obligation

arose from a transaction in December 2023 when Semper Paratus transferred $250,000 to an affiliate of Mr.

A and Series A-1 Preferred Stock

February 14, 2024, we entered into a securities purchase 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 $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.

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.

Series A Preferred Stock is and the Series A-1 Preferred Stock will be 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.

The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no

mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the

Series A-1 Preferred Stock in no event to more than 15% per year.

We also agreed that so long as each of the Series A Preferred

Stock and the 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

Person Transaction Policy

February 14, 2024, the Board adopted a written related-person transactions policy that conforms with the requirements for issuers having

securities listed on Nasdaq.

Under the policy, the audit committee serves as the approval authority for related person transactions.

Any transaction that we intend to undertake with a related person will be submitted to either our Chief Financial Officer, who serves

as the compliance officer under the policy, the audit committee, or the full Board for review.

If the compliance officer, the audit committee,

or the Board becomes aware of a transaction with a related person that has not been previously approved or previously ratified under

the policy that required such approval, the transaction will be submitted promptly to the approval authority for review.

Common Stock is listed on Nasdaq.

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s

board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s

audit, compensation and nominating and corporate governance committees be independent.

Under the rules of Nasdaq, a director will only

qualify as an “independent director” if in the opinion of that company’s board of directors, that person does not have

a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules

Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange

Act and the rules of Nasdaq.

order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit

committee of a listed company may not, other than in the member’s capacity as a member of the committee, the board of directors,

or any other board committee:

(a) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed

company or any of its subsidiaries;

or (b) be an affiliated person of the listed company or any of its subsidiaries.

be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must

affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically

relevant to determining whether the director has a relationship to the company which is material to that director’s ability to

be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such

such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Board has undertaken a review of the independence of each director and considered whether each director has a material relationship

with us that could compromise the director’s ability to exercise independent judgment in carrying out the director’s

responsibilities.

Each of our directors, other than Dr.

Saadi and Mr.

Ajjarapu, has been determined to qualify as

“independent” under the listing requirements and the rules of Nasdaq and the applicable rules under the Exchange

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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, 2022 and the period from April 21, 2021 (inception) through December 31, 2021 totaled approximately $68,645 and $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.

Audit-Related Fees .

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, 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, 2022 and the period from April 21, 2021 (inception) through December 31, 2021.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statements and Financial Statement Schedules.

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

Financial Statements

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

(2) Financial Statements Schedule

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.

following is a summary of fees 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, our Registration Statement on Form S-4,

and other required filings with the SEC for the years ended December 31, 2023, and December 31, 2022, totaled approximately $268,700

Audit-Related

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.

years ended December 31, 2023, and December 31, 2022, we did not pay Marcum any audit-related fees.

We have not paid Marcum for tax services, planning or advice for the years ended December 31, 2023, and December 31, 2022.

We did not pay Marcum for any other services for the years ended December 31, 2023, and December 31, 2022.

audit committee pre-approved all auditing services and permitted non-audit services to be performed for us by our auditors, including

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved

by the audit committee prior to the completion of the audit).

Our audit committee has not adopted any blanket pre-approval policies and

Instead, the Audit Committee will pre-approve the provision of all audit or non-audit services.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

of documents filed as part of this Annual Report:

required financial statements are included in Item 8 of Part II of this Annual Report.

are omitted because they are not required.

the Index to Exhibits included in this Annual Report and incorporated herein by reference.

FORM 10-K SUMMARY

Not applicable.

SEMPER PARATUS ACQUISITION CORPORATION

INDEX TO FINANCIAL STATEMENTS

Agreement and Plan of Merger, dated June 28, 2023, by and among the Company, Semper Merger Sub, Inc., SSVK Associates, LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2023 (File No.

of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.

and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on

February 14, 2024 (File No.

of Designation of Series A Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form

8-K filed with the SEC on March 21, 2024 (File No.

of Designation of Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form

8-K filed with the SEC on March 21, 2024 (File No.

Certificate of Designation of Series A-1 Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No.

Agreement, dated November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No.

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (Registration Statement No.

333-260113) filed with the SEC on October 7, 2021)

Description of Securities

Service Agreement, dated as of April 15, 2022, between Tevogen Bio Inc and CIC Innovation Communities, LLC (incorporated by reference to Exhibit 10.15 to Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-274519) filed with the SEC on November 22, 2023)

Lease Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP (incorporated by reference to Exhibit 10.16 to Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-274519) filed with the SEC on November 22, 2023)

Lease Agreement, dated as of February 14, 2022, between Tevogen Bio Inc and Mitsui Sumitomo Insurance Company of America (incorporated by reference to Exhibit 10.17 to Amendment No.

2 to the Registration Statement on Form S-4 (Registration No.

333-274519) filed with the SEC on November 22, 2023)

Letter Agreement, dated November 3, 2021, by and among the Company, its officers, its directors and Semper Paratus Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No.

to Letter Agreement, dated February 13, 2024, by and among the Company, its officers, its directors, SVKK Associates, LLC, and Semper Paratus Sponsor LLC

Amended and Restated Registration Rights Agreement, dated February 14, 2024, by and among the Company, SSVK Associates, LLC, Semper Paratus Sponsor LLC, Cantor Fitzgerald & Co., and the other signatories thereto

Lock-Up Agreement, dated February 14, 2024, between the Company, SSVK Associates, LLC, Ryan Saadi, and the other signatories thereto

Non-Competition

and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan

Bio Holdings Inc.

2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed

with the SEC on February 14, 2024 (File No.

of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC

on February 14, 2024 (File No.

of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on

February 14, 2024 (File No.

and Assumption Agreement, dated as of February 14, 2024, by and between the Company and SSVK Associates, LLC (incorporated by

reference to Exhibit 10.11 to the Current Report on Form 8-K/A filed with the SEC on February 20, 2024 (File No.

Amendment to Assignment and Assumption Agreement, dated as of March 15, 2024, by and between the Company and SSVK Associates, LLC

Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi

Securities Purchase Agreement, dated February 14, 2024, by and among the Company and The Patel Family, LLP

Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024, by and among Tevogen Bio Holdings Inc.

and The Patel Family, LLP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No.

Certification of Chief Executive officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incentive Compensation Recovery Policy

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and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5).

The Registrant agrees to furnish supplementally a

copy of any omitted schedule or exhibit to the SEC upon request.

management contract or compensatory plan.

PARATUS ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

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

4 unchanged sentences

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Semper Paratus Acquisition Corporation

Tevogen Bio Holdings Inc.

(f/k/a Semper Paratus Acquisition

Opinion on the Financial Statements

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.

We have audited the accompanying balance sheets of

Semper Paratus Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, the related statements of operations,

stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each

of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the

Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

The Company entered

into a definitive merger agreement with a business combination target on June 28, 2023;

which was completed on February 14, 2024.

in Note 1, the Company needs to raise additional funds to sustain its operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

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

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 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 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 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.

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

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.

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 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 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.

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 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 provide a reasonable basis for our opinion.

/s/ Marcum LLP

We have served as the Company’s auditor since 2021.

Los Angeles, CA

April 17, 2023

SEMPER PARATUS ACQUISITION CORPORATION

BALANCE SHEETS

have served as the Company’s auditor since 2021 .

PARATUS ACQUISITION CORPORATION

CURRENT ASSETS

Due from related party

Prepaid expenses and other assets

Total current assets

Prepaid expenses - noncurrent

Cash and marketable securities held in Trust Account

$ 357,138,356

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

1 unchanged sentence

Accounts payable and accrued expenses

Convertible note payable, net of discount

Due to affiliate

5 unchanged sentences

REDEEMABLE ORDINARY SHARES

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

Class A ordinary shares subject to possible redemption, $ 0.0001

par value, 1,502,180

and 34,500,000 shares at redemption value of $ 11.10

per share as of December 31, 2023 and 2022, respectively

SHAREHOLDERS’ DEFICIT

5 unchanged sentences

200,000,000 shares authorized;

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

13,433,333 and 1,450,000 shares issued and outstanding (excluding 1,502,180 and 34,500,000 shares subject to possible redemption) as of December 31, 2023 and December 31, 2022, respectively

Class B ordinary shares;

$ 0.0001 par value;

shares authorized;

11,983,333 shares issued and outstanding

and 11,983,333 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Accumulated deficit

5 unchanged sentences

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

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

SEMPER PARATUS ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Period from

April 21, 2021

$ 357,138,356

accompanying notes are an integral part of these financial statements.

PARATUS ACQUISITION CORPORATION

OF OPERATIONS

General and administrative

Total operating expenses

( 2,273,970 )

Other income (expense):

1 unchanged sentence

Change in fair value of warrants

Transaction costs allocated to warrant issuance

Impairment of amount due from related party

Interest expense

Total other income, net

Net income (loss)

Net (loss) income

Weighted average shares outstanding of Class A Ordinary shares

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

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

Weighted average shares outstanding of Class A Ordinary shares

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

Weighted average shares outstanding of Class B Ordinary shares

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

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

SEMPER PARATUS ACQUISITION CORPORATION

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

accompanying notes are an integral part of these financial statements.

PARATUS ACQUISITION CORPORATION

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2023

Paid-in Capital

Accumulated Deficit

Shareholder’s Deficit

Ordinary shares

Shareholder’s

Balance, April 21, 2021 (inception)

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

Sale of Private Units

Remeasurement for Class A Ordinary Share to redemption value

(Non-redeemable)

Paid-in Capital

Accumulated Deficit

Shareholder’s Deficit

Balance, December 31, 2022

$ ( 14,784,691 )

$ ( 14,783,348 )

Conversion of Class B shares

( 11,983,333 )

Proceeds allocated to Class A shares issuable from the note payable

Accretion of carrying value to redemption value

( 2,526,621 )

( 2,801,927 )

Balance, December 31, 2023

1 unchanged sentence

$ ( 17,377,294 )

THE YEAR ENDED DECEMBER 31, 2022

Ordinary shares

Paid-in Capital

Accumulated Deficit

Shareholder’s Deficit

Balance, December 31, 2021

$ ( 14,229,052 )

$ ( 14,227,709 )

( 14,229,052 )

( 14,227,709 )

Accretion of carrying value to redemption value

4 unchanged sentences

$ ( 14,783,348 )

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

SEMPER PARATUS ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

For the Period

from April 21,

$ ( 14,784,691 )

$ ( 14,783,348 )

accompanying notes are an integral part of these financial statements.

PARATUS ACQUISITION CORPORATION

OF CASH FLOWS

For the Year Ended

Cash Flows from Operating Activities:

Net income (loss)

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

Net (loss) income

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

Unrealized gain on investments held in Trust Account

( 2,734,426 )

( 4,948,194 )

Non-cash interest expense

Impairment of amount due from related party

Change in fair value of warrants

Transaction costs allocated to warrant issuance

Changes in operating assets and liabilities:

Prepaid expenses and other assets

Due from related party

Due to affiliate

1 unchanged sentence

Net cash used in operating activities

( 1,376,351 )

Cash Flows from Investing Activities:

Cash deposited to Trust Account

Extension amount deposited into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from note payable

Redemption of ordinary shares

( 342,984,430 )

Net cash used in investing activities

Net cash used in financing activities

( 341,660,930 )

Cash Flows from Financing Activities:

Proceeds from initial public offering, net of underwriting fees

Proceeds from sale of private units

Proceeds from issuance of Class B ordinary shares to Sponsor

Payment of offering costs

Net cash provided by financing activities

Net Change in Cash

2 unchanged sentences

Supplemental disclosure of noncash activities:

Deferred underwriting commissions payable

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.

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

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.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

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

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.

The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived from the IPO.

Sale of Class B shares to Investor

Sale of warrants

accompanying notes are an integral part of these financial statements.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

1 — Description of Organization, Business Operations and Liquidity

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

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (the “Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

of December 31, 2023, the Company had not commenced any operations.

All activity through December 31, 2023, relates to the Company’s

formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business

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

the earliest.

The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived

from the IPO.

The registration statement for the Company’s IPO was declared effective on November 3, 2021.

On November 8, 2021, the Company consummated the IPO of 30,000,000 units (“Units”) with respect to the ordinary shares included in the Units being offered (the “Public Shares”) at $ 10.00 per Unit generating gross proceeds of $ 300,000,000 , which is discussed in Note 3.

On November 8, 2021,

the Company consummated the IPO of 30,000,000 units (“Units”) with respect to the ordinary shares included in the Units being

offered (the “Public Shares”) at $ 10.00 per Unit generating gross proceeds of $ 300,000,000 , which is discussed in Note 3.

The company has selected December 31 as its fiscal year end.

Simultaneously with the closing of the IPO, the Company consummated the sale of 1,360,000 private placement units (“Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Semper Paratus Sponsor LLC (the “Sponsor”) and underwriter Cantor Fitzgerald & Co.

(“Cantor”) generating gross proceeds of $ 13,600,000 which is described in Note 4.

Simultaneously with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 additional Units upon receiving notice of the underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross proceeds of $ 45,000,000 and incurring additional offering costs of $ 2,700,000 in underwriting fees all of which are deferred until completion of the Company’s Business Combination.

Simultaneously with the exercise of the overallotment, the Company consummated the Private Placement of an additional 90,000 Private Placement Units to the Sponsor, generating gross proceeds of $ 900,000 .

Offering costs for the IPO amounted to $ 21,266,594 , consisting of $ 6,000,000 of paid underwriting fees, $ 14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 566,594 of other costs.

As described in Note 6, the $ 14,700,000 of deferred underwriting fee payable is contingent upon the consummation of a Business Combination by February 8, 2023, subject to the terms of the underwriting agreement.

Following the closing of the IPO, $ 351,900,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Units was placed in a trust account (“Trust Account”) and will be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

Simultaneously

with the closing of the IPO, the Company consummated the sale of 1,360,000 private placement units (“Private Placement Units”)

at a price of $ 10.00 per Private Placement Unit in a private placement to the Company’s sponsor, Semper Paratus Sponsor LLC (the

“Original Sponsor”) and underwriter Cantor Fitzgerald & Co.

(“Cantor”) generating gross proceeds of $ 13,600,000

which is described in Note 4.

Simultaneously

with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 additional Units upon receiving notice of the

underwriter’s election to fully exercise its overallotment option (“Overallotment Units”), generating additional gross

proceeds of $ 45,000,000 and incurring additional offering costs of $ 2,700,000 in underwriting fees all of which are deferred until completion

of the Company’s Business Combination.

Simultaneously with the exercise of the overallotment, the Company consummated the Private

Placement of an additional 90,000 Private Placement Units to the Original Sponsor, generating gross proceeds of $ 900,000 .

costs for the IPO amounted to $ 21,266,594 ,

consisting of $ 6,000,000

of paid underwriting fees, $ 14,700,000

of deferred underwriting fees payable (which

are held in the Trust Account (defined below)) and $ 566,594

of other costs.

On June 28, 2023, the Company

and Cantor entered into a fee reduction agreement (the “Fee Reduction Agreement”), pursuant to which Cantor agreed to forfeit

$ 9,700,000 of the deferred underwriting fees payable, resulting in a remainder of $ 5,000,000 of deferred underwriting fees payable (the

“Reduced Deferred Fee”) by the Company to Cantor upon the closing of the Transaction (as defined below) with Tevogen Bio

Inc (“Tevogen Bio”), such fee payable to Cantor in the form of 500,000 shares of the common equity securities of the entity

surviving the Transaction.

The Fee Reduction Agreement only applies to the consummation of the Transaction with Tevogen Bio and no other

potential Business Combinations that may be contemplated or consummated by the Company.

In the event that the Company were not to complete

the Transaction with Tevogen Bio, the Original Deferred fee would become due and payable by the Company to Cantor as originally set forth

in the Underwriting Agreement, upon the consummation of a Business Combination.

the closing of the IPO, $ 351,900,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement

Units was placed in a trust account (“Trust Account”) and will be invested in U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting

the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until

the earlier of:

(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.

There is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights with respect to the Company’s warrants.

All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”).

In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent equity.

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

The ordinary shares are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

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.

As of December 31, 2023, there is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of

the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights with respect to

the Company’s warrants.

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and

Articles of Association”).

In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions

not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value

of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

The ordinary shares

are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either

(i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that

the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the Company’s net tangible assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the balance sheet until such date that a redemption event takes place.

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination.

If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination.

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

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.

If the Company is unable to complete a Business Combination by February 8, 2023, 15 months from the closing of the IPO (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Shareholders should acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to its deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 per shares held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

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, 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.

The Company will need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses.

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

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.

Note 2 — Summary of Significant Accounting Policies

Basis of Presentation

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

The Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

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.

Use of Estimates

The preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

While redemptions cannot cause the Company’s net tangible

assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the balance sheet until such date that

a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to the Company’s Business Combination.

If the Company seeks shareholder approval of the Business Combination,

the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,

or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required by applicable law or stock exchange

listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant

to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender

offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required

by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other

reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant

to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed

to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business

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.

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 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 ordinary shares were issued to such converting Class B shareholders.

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 ordinary 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.

Following the Conversion, on January 30, 2023, the Company had 47,933,333 Class A ordinary shares issued and outstanding

and no Class B ordinary shares issued and outstanding.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

February 3, 2023, the Company’s shareholders approved an amendment (the “First Extension Charter Amendment”) to the

Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial

Business Combination from February 8, 2023 to December 15, 2023.

Under Cayman Islands law, the First Extension Charter Amendment took

effect upon approval by the shareholders.

In connection with the meeting, shareholders holding approximately 32,116,947 Public Shares

exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $ 333

million (approximately $ 10.38 per Public Share) was removed from the Trust Account to pay such holders.

December 14, 2023, the Company’s shareholders approved an amendment (the “Second Extension Charter Amendment”) to the

Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial

Business Combination to September 15, 2024.

Under Cayman Islands law, the Second Extension Charter Amendment took effect upon approval

by the shareholders.

In connection with the meeting, shareholders holding approximately 880,873 Public Shares exercised their right to

redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $ 9.71 million (approximately

$ 11.03 per Public Share) was removed from the Trust Account to pay such holders.

Approximately $ 16.7 million remained in the Trust Account

as of December 31, 2023 and the Company had 1,502,180 public shares outstanding as of December 31, 2023.

May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Sponsor”)

and the Original Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares

and (y) 1,000,000 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that

is exercisable for one Class A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Letter

Agreement, dated November 3, 2021, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement,

dated November 3, 2021, by and between the Company and Cantor, as representative of the several underwriters (the “Underwriting

Agreement”)), for an aggregate purchase price of $ 1.00 (the “Purchase Price”) payable at the time of the initial Business

Combination (see Note 5).

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.

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

the Company is unable to complete a Business Combination by September 15, 2024 (“Combination Period”), the Company will (i)

cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days

thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s

franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public

Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

On December 18, 2023, the Company deposited $ 67,500 into the Trust Account in order to extend the date by which

the Company has to complete the initial business combination by three months from December 14, 2023, to March 15, 2024.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination within the Combination Period.

However, if the Initial Shareholders should acquire Public Shares in or after the

IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails

to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to its deferred

underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within

the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be

available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of

the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 per share held in the Trust

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the

extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the

Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not

apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any

monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the

event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent

of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent

registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Business Combination

On June 28, 2023, the Company entered into an Agreement

and Plan of Merger by and among the Company, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company

(“Merger Sub”), the Sponsor, in its capacity as purchaser representative, Tevogen Bio, and Ryan Saadi, in his capacity as

seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among

other things, the parties will affect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving

entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged

for shares of Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), of the Company (the “Share

Exchange”) subject to the conditions set forth in the Merger Agreement, with Tevogen Bio surviving the Share Exchange as a wholly

owned subsidiary of the Company (the Share Exchange and the other transactions contemplated by the Merger Agreement, together, the “Transaction”).

On September 14, 2023, the Company filed a registration

statement on Form S-4 with the SEC relating to the Transaction with Tevogen, and on February 14, 2024, the Company consummated the Transaction.

See Note 10 for more information.

and Uncertainties

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.

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

and Going Concern

of December 31, 2023, the Company had $ 8,835 in its operating bank accounts, $ 16,681,497 in cash 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 $ 2,648,294 .

As of December 31, 2023, approximately $ 2,734,000 of the amount on deposit in the Trust Account represented

interest income.

Company management believes that cash on hand following

consummation of the Transaction as well as $ 2,000,000

to the Company 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 10) 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 these 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

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.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

2 — Summary of Significant Accounting Policies

of Presentation

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”).

Growth Company

Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

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.

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.

preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

Making estimates requires management to exercise significant judgment.

Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Such estimates may be subject to change as more current

information becomes available and accordingly the actual results could differ significantly from those estimates.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial

statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming

Actual results could differ from those estimates.

Cash and Cash Equivalents

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

and Cash Equivalents

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

The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

Investments Held in Trust Account

At December 31, 2022, substantially all of the assets held in the Trust Account were held in U.S.

Held in Trust Account

December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account.

31, 2022, substantially all of the assets held in the Trust Account were held in U.S.

Treasury securities.

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

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 statements of operations.

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

Offering Costs associated with the Initial Public Offering

Offering costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs, including those attributable to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 consisting of $ 6,000,000 of paid underwriting fees, $ 14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 566,594 of other costs and was charged to shareholders’ equity upon the completion of the IPO.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

At December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

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

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.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

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

The Company’s investments

held in the Trust Account are classified as trading securities.

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 statements of operations.

The estimated fair values

of investments held in Trust Account are determined using available market information.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Costs associated with the Initial Public Offering

costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist

principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs, including those attributable

to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 consisting of $ 6,000,000 of paid underwriting

fees, $ 14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 566,594 of other costs

and was charged to shareholders’ equity upon the completion of the IPO.

On June 28, 2023, the Company and Cantor entered into the Fee Reduction

Agreement, pursuant to which Cantor agreed to the Reduced Deferred Fee in the form of 500,000 shares of the common equity securities of

the entity surviving the Transaction.

See Note 1 for more information on the Fee Reduction Agreement.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

At December 31, 2023, the Company has

not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

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.

Party Transactions

Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination

on if impairment should be recognized.

In the same manner, the Company evaluated the $ 250,000 loan to Srirama Associates, LLC and determined

that the amount was uncollectable and therefore recognized an impairment loss, see Note 5.

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

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, 2023 and 2022.

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 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 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

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’ equity.

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, 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.

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

Proceeds allocated to Public Warrants

( 12,592,500 )

Class A ordinary share issuance costs

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 year ended December 31, 2023 and December 31, 2022.

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

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

A Ordinary Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument

and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) is classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’

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, 2023 and 2022, 1,502,180 and 34,500,000 , respectively,

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.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

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.

December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in

the following table:

of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet

Class A ordinary share subject to possible redemption, January 1, 2022

$ 351,900,000

2 unchanged sentences

Accretion of carrying value to redemption value

Redemption of ordinary shares

( 342,984,430 )

Class A ordinary share subject to possible redemption, December 31, 2023

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”).

Income (Loss) per Ordinary Share

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, 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,

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, 2023 and 2022,

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, 2023 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.

of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share

For the year ended

2021 (inception) to

December 31, 2023

December 31, 2022

Basic and diluted net income (loss) per share:

Allocation of net income (loss)

Class A (Redeemable) Ordinary Shares

Class A (Non – Redeemable) Ordinary Shares

Class B Ordinary Shares

Class A (Redeemable)

Ordinary Shares

Class A (Non – Redeemable) Ordinary Shares

Class B Ordinary Shares

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Weighted average shares outstanding

Basic and dilution net income (loss) per share

Accounting for Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

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

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

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.

Note 3 — Initial Public Offering and Over-Allotment

Pursuant to the IPO, the Company sold 34,500,000 units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share (such ordinary shares included in the Units being offered, the “Public Shares”), and one -half of one redeemable warrant (each, a “Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 7).

Note 4 — Private Placement Warrants

On November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option, the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 units (the “Private Placement Units”) in a private placement transaction at a price of $ 10.00 per Placement Unit, generating gross proceeds of $ 14,500,000 .

The Private Placement Units were purchased by Cantor ( 150,000 Units) and the Sponsor ( 1,300,000 Units).

Each Private Placement Unit consisted of one Placement Share and one-half of a redeemable warrant (“Placement Warrant”).

Each whole Placement Warrant will be exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Units was added to the proceeds from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

Note 5 — Related Party Transactions

Founder Shares

Our Sponsor paid $ 25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Class B ordinary shares (the “Founder Shares”) which were issued on April 22, 2021.

In August 2021, the Company effectuated a dividend of approximately 0.3628 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,754,150 Class B ordinary shares outstanding.

On October 1, 2021, the Company effectuated a dividend of approximately 0.0195 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,983,333 Class B Founder shares outstanding (up to 1,530,000 of which are subject to forfeiture if the underwriters’ over-allotment option is not exercised in full).

The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions.

The initial shareholders had agreed to forfeit up to 1,530,000 Founder Shares to the extent that the over-allotment option is not exercised in full by the underwriters.

Since the underwriters’ exercised the over-allotment option in full, no Founder Shares are subject to forfeiture.

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

On April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Note”).

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

Basic and diluted net (loss) income per share

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

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.

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

qualify for liability accounting treatment.

Accounting Pronouncements

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.

3 — Initial Public Offering and Over-Allotment

to the IPO, the Company sold 34,500,000 units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share (such ordinary

shares included in the Units being offered, the “Public Shares”), and one -half of one redeemable warrant (each, a “Public

Each whole Public Warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share, subject

to adjustment (see Note 7).

4 — Private Placement Warrants

November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option,

the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 units (the “Private Placement Units”)

in a private placement transaction at a price of $ 10.00 per Placement Unit, generating gross proceeds of $ 14,500,000 .

The Private Placement

Units were purchased by Cantor ( 150,000 Units) and the Sponsor ( 1,300,000 Units).

Each Private Placement Unit consisted of one Placement

Share and one-half of a redeemable warrant (“Placement Warrant”).

Each whole Placement Warrant will be exercisable to purchase

one Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Units was added to the

proceeds from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination

Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to

the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

June 7, 2023, the Original Sponsor transferred 1,000,000 Private Placement Units to the Sponsor in connection with the Purchase Agreement

(see Note 6).

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

5 — Related Party Transactions

Sponsor paid $ 25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Founder Shares which were issued on

April 22, 2021.

In August 2021, the Company effectuated a dividend of approximately 0.3628 shares for each outstanding Class B ordinary

share resulting in an aggregate of 11,754,150 Class B ordinary shares outstanding.

On October 1, 2021, the Company effectuated a dividend

of approximately 0.0195 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,983,333 Class B Founder shares

outstanding (up to 1,530,000 of which are subject to forfeiture if the underwriters’ over-allotment option is not exercised in

The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business

Combination and are subject to certain transfer restrictions.

The initial shareholders had agreed to forfeit up to 1,530,000 Founder

Shares to the extent that the over-allotment option is not exercised in full by the underwriters.

Since the underwriters’ exercised

the over-allotment option in full, no Founder Shares are subject to forfeiture.

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.

On January 30, 2023, the initial shareholders holding

all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company 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 ordinary shares were issued to such converting Initial Shareholders.

The Initial Shareholders agreed that all of the terms and conditions

applicable to the Founder Shares set forth in the Letter Agreement shall continue to apply to the Class A ordinary 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 or any monies or other assets held therein.

On May 4, 2023, the Company entered into the Purchase

Agreement, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000

Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for

one Class A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Underwriting Agreement), for

an aggregate purchase price of $ 1.00 payable at the time of the initial Business Combination.

On June 7, 2023, the Original Sponsor transferred

7,988,889 Class A ordinary shares to the Sponsor, pursuant to the Purchase Agreement (see Note 6).

The Company estimated the aggregate

fair values of the 7,988,889 Class A non-redeemable ordinary shares, the 1,000,000 Private Placement shares, and the 500,000 public warrants

transferred to be $ 3,515,111 , $ 440,000 , and $ 20,000 , respectively or $ 0.44 per share and $ 0.04 per warrant.

The fair value of the Class A non-redeemable shares

was based on the following inputs:

of Fair Value Non Redeemable Shares

Discount for lack of marketability

Stock price as of measurement date

Probability of transaction

April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to

a promissory note (the “Note”).

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

completion of the IPO.

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”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

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, 2022, the Company had no borrowings

under the Note.

October 2, 2023, the Company advanced the Sponsor $ 17,000

for working capital purposes.

The advances are non-interest bearing and are due on demand.

This related party transaction is included on the accompanying balance sheet as a due from related party.

As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 is due from the Sponsor.

party transaction is included on the accompanying balance sheet as a due from related party.

As of December 31, 2023, the Company determined that $ 250,000 of the $ 577,500 was deemed to be uncollectible, therefore

the Company recorded impairment totaling $ 250,000 on the amount due from related party in the other income section of the statement of

Agreement Loans

May 3, 2023, the Company and the Original Sponsor entered into a Subscription Agreement with Polar Multi-Strategy Master Fund (the “Investor”)

where the Investor agreed to make a cash contribution of $ 151,000 to the Original Sponsor (the “Initial Capital Contribution”)

on or prior to May 3, 2023.

The Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover

working capital expenses (the “First SPAC Loan”).

In consideration for the Initial Capital Contribution, the Company will

issue 151,000 Class A ordinary shares, par value $ 0.0001 per share, of the Company to the Investor at the closing of the initial business

combination (the “De-SPAC Closing”).

The First SPAC Loan shall not accrue interest and shall be repaid by the Company upon

the De-SPAC Closing.

The Investor may elect at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares

of the Company at a rate of one Class A ordinary share for each $ 10.00 of Initial Capital Contribution.

If the Company liquidates without

consummating the initial business combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the

Company’s Trust Account, will be paid to the Investor within five days of the liquidation.

June 20, 2023, the Sponsor and the Company entered into a second subscription agreement (the “Second Subscription

Agreement”) with the Investor where the Investor agreed to lend to the Sponsor, which would in turn be lent to the Company, an

aggregate of $ 1,500,000

(the “Additional Capital Commitment”) to cover working capital expenses (the “Second SPAC Loan”).

of the Additional Capital Commitment was made by the Investor to the Sponsor in cash on or prior to June 21, 2023, and the remaining

would be made by the Investor to the Sponsor in cash on the later of the Sponsor’s request and the first filing of the S-4 for

the Company’s business combination.

In consideration for the Second SPAC Loan, the Company will issue one Class A ordinary

share for each dollar of the Additional Capital Commitment funded by the Investor at the De-SPAC Closing.

The Second SPAC Loan shall

not accrue interest and shall be repaid by the Company upon the De-SPAC Closing.

The Investor may elect at the De-SPAC Closing to

receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary share for each $ 10.00

of Additional Capital Contribution.

If the Company liquidates without consummating the initial business combination, any amounts

remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the

Investor within five days of the liquidation.

Collectively, the First SPAC Loan and the Second SPAC Loan are referred to as the SPAC

As of December 31, 2023, the Company had $ 1,651,000

borrowings under the SPAC Loans.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

The Company accounted for the Class A common stock

they could be converted (“equity instrument”) to as equity-classified instruments based on an assessment of the specific

terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the equity instrument is freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the equity instrument

meets all the requirements for equity classification under ASC 815, including whether the equity instrument is indexed to the Company’s

own common stock, among other conditions for the equity classification.

This assessment, which requires the use of professional judgment,

was conducted at the time of equity instrument issuance.

The SPAC Loans and the equity instrument meet the scope exception of ASC 815-10-15-74(a).

The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options ”, requiring that the loan

proceeds be allocated to the SPAC Loans based on their relative fair values.

At May 3, 2023 the Company allocated $ 104,861

of the proceeds to the First SPAC Loan and $ 46,139

for the equity instrument.

The Company estimated the aggregate fair value of the 151,000

shares to be issued to be $ 66,440

At June 20, 2023 the Company allocated $ 520,833

of the proceeds to the Second SPAC Loan and $ 229,167

for the equity instruments.

The Company estimated the aggregate fair value of the 750,000

shares to be issued to be $ 330,000

At December 31, 2023 the carrying values of the SPAC Loans and the discounts were $ 1,631,725

and $ 275,306 , respectively.

The Company recorded amortization of the discounts on the SPAC Loans of

$ 256,031 , which is disclosed in the statement of cash flows as non-cash interest expense.

December 31, 2023, the unamortized discount on the SPAC Loans was $ 19,274 .

of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 is due from the Sponsor.

This amount is included on the accompanying

balance sheet as a due from related party.

Capital Loans

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”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside

the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the

Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

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, 2023 and 2022, the Company had no borrowings under the Working Capital Loans.

Administrative Support Services

Commencing on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $ 10,000 per month for office space and administrative and support services.

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

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

Registration Rights

The holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation of the IPO.

Administrative

Support Services

on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $ 10,000 per month for office space and administrative

and support services.

Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease

paying these monthly fees.

At December 31, 2023 and 2022, $ 230,000 and $ 120,000 , respectively, have been accrued under this arrangement

and included in due to affiliate on the accompanying balance sheets.

6 — Commitments and Contingencies

holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion

of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation

These holders will be entitled to certain demand and “piggyback” registration rights.

However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On November 5, 2021, the underwriters elected to fully exercise the over-allotment option purchasing 4,500,000 Units.

The underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 6,000,000 in the aggregate at the closing of the IPO.

The underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid at Business Combination ($ 900,000 in the aggregate).

In addition, the underwriters are entitled to a deferred underwriting commissions of $ 0.40 per unit, or $ 13,800,000 from the closing of the IPO.

The total deferred fee is $ 14,700,000 consisting of the $ 13,800,000 deferred portion and the $ 900,000 cash discount agreed to be deferred until Business Combination.

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.

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, 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

The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

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

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.

However, the registration

rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective

until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 4,500,000 additional

Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On November 5, 2021, the underwriters

elected to fully exercise the over-allotment option purchasing 4,500,000 Units.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 6,000,000 in the aggregate at the closing of the IPO.

underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid at Business

Combination ($ 900,000 in the aggregate).

In addition, the underwriters are entitled to a deferred underwriting commissions of $ 0.40 per

unit, or $ 13,800,000 from the closing of the IPO.

The total deferred fee is $ 14,700,000 consisting of the $ 13,800,000 deferred portion

and the $ 900,000 cash discount agreed to be deferred until Business Combination.

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

noted in Note 5, on May 3, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with the Investor

and the Original Sponsor.

Pursuant to the May 4, 2023 Purchase Agreement, the Sponsor assumed the obligations of the Original Sponsor

under the Subscription Agreement.

Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties

Investor would make a cash contribution of $ 151,000 to the Original Sponsor (the “Initial Capital Contribution”) on or

prior to May 3, 2023, or on such date as the parties may agree in writing.

Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover working capital expenses (the

“First SPAC Loan”).

consideration for the Initial Capital Contribution, the Company will issue 151,000 Class A ordinary shares, par value $ 0.0001 per

share, of the Company to the Investor at the De-SPAC Closing, which shares shall be subject to no transfer restrictions or any other

lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in

connection with the De-SPAC Closing or, if no such registration statement is filed in connection with the De-SPAC Closing, pursuant

to the first registration statement to be filed by the Company or the surviving entity following the De-SPAC Closing.

SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing.

The Sponsor will pay to the Investor

all repayments of the SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing.

The Investor may elect

at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary share

for each $ 10.00 of the Initial Capital Contribution.

If the Company liquidates without consummating the initial business combination,

any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid

to the Investor within five days of the liquidation.

the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in

connection with the Subscription Agreement not to exceed $ 5,000 .

June 20, 2023, the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor

and the Sponsor.

Subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the parties agreed

Investor would make a cash contribution of up to $ 750,000 to the Sponsor (the “Additional Capital Contribution”) on or

prior to June 21, 2023, and the remaining $ 750,000 would be made by the Investor to the Sponsor in cash on the later of the Sponsor’s

request and the first filing of the S-4 for the De-SPAC.

Additional Capital Contribution would in turn be loaned by the Sponsor to the Company in cash on the later of the Sponsor’s

request and the first filing of the S-4 for the SPAC’s business combination (the “Second SPAC Loan”).

consideration for the Additional Capital Commitment, SPAC will issue a further one Class A ordinary share for each dollar of the

Additional Capital Commitment funded to the Investor at the close of the business combination (“Subscription Shares”).

The Subscription Shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies.

The Subscription Shares (i) shall be registered as part of any registration statement issuing shares before or in connection with

the De- SPAC Closing or (ii) if no such registration statement is filed in connection with the de-SPAC Closing, shall promptly be

registered pursuant to the first registration statement filed by the SPAC or the surviving entity following the De-SPAC Closing,

which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Second SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing.

The Sponsor will pay to the

Investor all repayments of the Second SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing.

may elect at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary

share for each $ 10.00 of the Additional Capital Contribution.

If the Company liquidates without consummating the initial business

combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account,

will be paid to the Investor within five days of the liquidation.

the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in

connection with the Second Subscription Agreement not to exceed $ 5,000 .

May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with the Sponsor and the Original Sponsor,

pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 Private

Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for one Class

A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated November 3,

2021, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement, dated November 3, 2021,

by and between the Company and Cantor, as representative of the several underwriters (the “Underwriting Agreement”), for

an aggregate purchase price of $ 1.00 (the “Purchase Price”) payable at the time of the initial business combination.

addition to the payment of the Purchase Price, the Sponsor also assumed the following obligations:

(i) responsibility for all of Company’s

public company reporting obligations;

(ii) the obligations of the Original Sponsor under the May 3, 2023 Subscription Agreement, (iii)

responsibility for the Company’s D&O insurance premium to extend the Company’s existing D&O insurance policy and

maintain D&O coverage through the closing of the initial business combination and obtain appropriate tail coverage;

(iv) responsibility

for the Company’s outstanding legal fees owed by the Company;

and (v) all other obligations of the Original Sponsor related to

to the Purchase Agreement, the Sponsor had the right to replace the Company’s current directors and officers with directors and

officers as the Sponsor may select in its sole discretion.

The obligations of the Original Sponsor to consummate the transactions contemplated

by the Purchase Agreement were subject to the satisfaction or written waiver by the Original Sponsor of the following conditions:

the approval of the board of directors the SPAC;

(b) the approval of the members of the Original Sponsor;

the underwriters under the Underwriting Agreement;

(d) the filing of its quarterly report on Form 10-Q by the SPAC for the quarter ended

March 31, 2023.

On June 7, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby.

In connection with

the closing, the Sponsor replaced the Company’s directors and officers.

Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate

organization, corporate authority, and compliance with applicable laws.

The representations and warranties of each party set forth in

the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party

beneficiaries of the Purchase Agreement.

In addition, such representations and warranties (a) are subject to materiality and other qualifications

contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the

date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase

Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts.

7 — Shareholders’ Deficit

A Ordinary Shares

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, 2023 and

2022, there were 13,433,333 and 1,450,000 Class A ordinary shares issued and outstanding (excluding 1,502,180 and 34,500,000 Class A

ordinary shares subject to possible redemption), respectively.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

B Ordinary Shares

Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary

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

As of December 31, 2023 and 2022, there were 0 and 11,983,333

Class B ordinary shares outstanding, respectively, none of which are subject to forfeiture since the underwriters’ over-allotment

option was exercised in full.

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

Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time.

In addition, prior to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the board of directors for any reason.

These provisions of our Memorandum and Articles of Association may only be amended by a special resolution passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting.

With respect to any other matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 25 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Preference Shares

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, 2022 and 2021, there were no preferred shares issued or outstanding.

Public Warrants

The Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) one year from the closing of the IPO.

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

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

In addition, prior

to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the

board of directors for any reason.

These provisions of our Memorandum and Articles of Association may only be amended by a special resolution

passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting.

With respect to any other

matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required

by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with

each share entitling the holder to one vote.

Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a

one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued

or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio

at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the

outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the

number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted

basis, 25 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary

shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares

or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent

warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

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, 2023 and 2022, there were no preferred shares

issued or outstanding.

Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) one year

from the closing of the IPO.

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

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.

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

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

Once the warrants become exercisable, the Company may redeem the Public Warrants:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon not less than 30 days ’ prior written notice of redemption;

● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

and if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying the warrants.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation.

However, the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants.

If that exemption, or another exemption, is not available, holders will not

be able to exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the completion of a Business

Combination or earlier upon redemption or liquidation.

the warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

a price of $ 0.01 per warrant;

not less than 30 days’ prior written notice of redemption;

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share

subdivisions, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing

at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant

and if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying

the warrants.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and

the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until

after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants will be exercisable

for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers

or their permitted transferees.

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees,

the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including

in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation.

the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices.

Additionally,

in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any

of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of

the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

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

The Company accounts for the 725,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40 due to the fact the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferee.

Such guidance provides that, based on these features, the private placement warrants do not meet the criteria for equity treatment thereunder, and each such warrant must be recorded as a liability.

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.

8 — Warrant Liabilities

Company accounts for the 725,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40 due to the fact the

Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so

long as they are held by the initial purchasers or their permitted transferee.

Such guidance provides that, based on these features,

the private placement warrants do not meet the criteria for equity treatment thereunder, and each such warrant must be recorded as a

Accordingly, the Company will classify each private placement warrant as a liability at its fair value.

This liability is subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

The Company has determined the Public Warrants do not contain such features, and accordingly will be accounted for as equity and are not subject to subsequent remeasurement.

Note 9 — Fair Value Measurements

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2022, the assets held in the Trust Account were held in treasury funds.

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 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.

This liability is

subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted to fair value,

with the change in fair value recognized in the Company’s statement of operations.

The Company has determined the Public Warrants

do not contain such features, and accordingly will be accounted for as equity and are not subject to subsequent remeasurement.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

9 — Fair Value Measurements

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

December 31, 2023, the assets held in the Trust Account were held in a demand deposit account.

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value.

of Assets and Liabilities Measured at Fair Value on Recurring Basis

December 31, 2023:

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Treasury Securities(1)

Warrant Liability- Private Placement Warrants

SEMPER PARATUS ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

(1) As of December 31, 2023, the entirety of the marketable securities held in the trust account

were deposited into the demand deposit account.

December 31, 2022:

Quoted Prices in

Significant Other

Active Markets

Observable Inputs

Unobservable Inputs

Treasury Securities

$ 356,864,000

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.

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.

The estimated fair value of the warrant liability is determined using Level 3 inputs.

Inherent in a Monte Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining life of the warrants.

Inherent in a Monte

Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.

The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining

life of the warrants.

The risk-free interest rate is based on the U.S.

Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining contractual term.

Treasury zero-coupon yield curve on the grant date for a maturity

similar to the expected remaining life of the warrants.

The expected life of the warrants is assumed to be equivalent to their remaining

contractual term.

The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

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

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

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

aforementioned warrant liabilities are not subject to qualified hedge accounting.

following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022:

of Quantitative Information in Fair Value Measurements

December 31, 2023

December 31, 2022

Exercise Price

2 unchanged sentences

Dividend Yield

Note 10 — Subsequent Events

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 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, as amended on February 3, 2023*

Specimen Unit Certificate (1)

Specimen Class A Ordinary Share Certificate (1)

Specimen Warrant Certificate (1)

Warrant Agreement, dated November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (2)

Description of Registered Securities (3)

Letter Agreement, dated November 3, 2021, by and among the Company, its officers, its directors and the Sponsor (2)

Investment Management Trust Agreement, dated November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (2)

Private Placement Units Purchase Agreement, dated November 3, 2021, by and between the Company and the Sponsor (2)

Unit Subscription Agreement, dated November 3, 2021, by and between the Company and Cantor (2)

Registration and Shareholder Rights Agreement, dated as of November 3, 2021, by and between the Company, the Sponsor and Cantor Fitzgerald & Co.

Form of Indemnity Agreement, dated as of November 3, 2021, by and between the Company and each of the directors and officers of the Company (2)

Promissory Note, dated as of April 22, 2021, by and between the Company and the Sponsor (1)

Securities Subscription Agreement, dated as of April 22, 2021, by and between the Company and the Sponsor (1)

Code of Ethics (3)

Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Certification of the Principal Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema*

Inline XBRL Taxonomy Calculation Linkbase*

Inline XBRL Definition Linkbase Document*

Inline XBRL Taxonomy Label Linkbase*

Inline XBRL Definition Linkbase Document*

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included as Exhibit 101)*

* Filed herewith

** Furnished herewith

(1) Incorporated by reference to the Company’s Form S-1, filed with the SEC on October 7, 2021.

(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.

April 17, 2023

SEMPER PARATUS ACQUISITION CORPORATION

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer

(Principal Executive Officer)

April 17, 2023

/s/ Jeff Rogers

President, Chief Financial Officer and Secretary

(Principal Financial Officer and Principal Accounting Officer)

April 17, 2023

/s/ Richard N.

Executive Chairman

April 17, 2023

/s/ Hooman Yazhari

Hooman Yazhari

Vice Chairman

April 17, 2023

/s/ Brad Stewart

April 17, 2023

/s/ Parizad Olver Parchi

Parizad Olver Parchi

April 17, 2023

10 — Subsequent Events

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 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 31, 2024, in connection with an extraordinary

meeting of shareholders called to approve the proposals relating to the entry into and consummation of the Business Combination, shareholders

holding 1,432,457 of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of

the funds in the Company’s trust account.

As a result, approximately $ 16.0 million (approximately $ 11.14 per Public Share) were

removed from the Trust Account to pay such holders.

On February 14, 2024, pursuant to the Merger Agreement

by and among the Company, Merger Sub, the Sponsor, 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 the Company.

the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, the Company changed its jurisdiction

of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated

under the laws of the State of Delaware (the “Domestication”).

In connection with the Domestication, the Company changed its

name to “Tevogen Bio Holdings Inc.” Also in connection with the Domestication, the Company’s governing documents were

amended and restated as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission

(the “SEC”) on January 10, 2024 (the “Definitive Proxy Statement”).

At the Effective Time, in

accordance with the terms and subject to the conditions of the Merger Agreement, each share of the common stock of Tevogen Bio issued

and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares of duly authorized,

validly issued, fully paid, and nonassessable shares of the common stock of the Company, par value $ 0.0001 (the “Common Stock”),

equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) $ 1,200,000,000 by (ii) ten dollars ($ 10.00 ) by (y)

the aggregate number of shares of the common stock of Tevogen Bio that were issued and outstanding immediately prior to the Effective

February 14, 2024, the Company entered into a securities purchase agreement with an investor pursuant to which the investor agreed

to purchase shares of Series A Preferred Stock of the Company for an aggregate purchase price of $ 8.0

On March 27, 2024, the Company entered into an agreement pursuant to which that amount was reduced to $ 2.0

million and the investor agreed to purchase shares of the Company’s Series A-1 Preferred Stock for an aggregate purchase price

As of April 26, 2024, the Company has received $ 1.2 million of the $ 6.0 million aggregate purchase price for the shares of

Series A-1 Preferred Stock.

The shares of Series A Preferred Stock are convertible into a total of 500,000

shares of the Company’s common stock and the shares of the Series A-1 Preferred Stock will be convertible into a total of 600,000

shares of the Company’s common stock, in each case at the election of the holder.

Each of the Series A Preferred Stock is and

the Series A-1 Preferred Stock will be subject to a call right providing the Company 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.

Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no

mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the

Series A-1 Preferred Stock in no event to more than 15% per year.

February 14, 2024, in connection with the consummation of the Business Combination, the Company entered into an agreement with the Sponsor,

pursuant to which the Company assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and obligations in the aggregate

initial amount of approximately $ 4.2

million, which amount was later reduced to approximately

million (the “Series B Preferred Stock”).

Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning

35 days after issuance.

Any dividend will be paid by the Company 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 unless otherwise agreed by the Company and the

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.

Pursuant to the Merger Agreement, Tevogen Bio agreed

that at the Effective Time, it would pay $ 2,000,000

to the Sponsor for advisory services (the “Sponsor Advisory Services Fee”).

Thereafter, in connection with the closing

of the Business Combination, the Sponsor Advisory Services Fee was reduced to $ 500,000 .

On April 16, 2024, the Sponsor agreed to further reduce the Sponsor Advisory Services Fee by informing Tevogen Bio that $ 250,000

of the $ 577,500

that was due from the Sponsor as of December 31, 2023 would be applied to offset a portion of the $ 500,000 Sponsor Advisory Services

Therefore, the total amount due to the Sponsor under the Sponsor Advisory Services Fee is $ 250,000 .

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

BIO HOLDINGS INC.

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the date indicated.

Executive Officer and

Chairperson of the Board of Directors

Executive Officer)

Financial Officer

Financial Officer and

Principal Accounting Officer)

Surendra Ajjarapu

Jeffrey Feike

Curtis Patton

Susan Podlogar

Victor Sordillo

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