Tevogen Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures In 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. Our 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. Management’s Annual Report on Internal Control 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 (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. Semper Paratus’s 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. Our 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. Changes in Internal Control Over Financial Reporting There 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. For 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 decline .” ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION Not applicable. 86 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Board of Directors and Management The following table sets forth, as of April 26, 2024, the name, age, and position of each our executive officers and directors. Name Age Position Executive Officers Dr. Ryan Saadi 59 Chief Executive Officer, Chairperson and Director Nominee Kirti Desai 67 Chief Financial Officer Dr. Neal Flomenberg 70 Chief Scientific Officer and Global R&D Lead Sadiq Khan 62 Chief Commercial Officer Non-Employee Directors Surendra Ajjarapu 53 Director Nominee Jeffrey Feike 73 Director Nominee Dr. Keow Lin Goh 52 Director Nominee Dr. Curtis Patton 88 Director Nominee Susan Podlogar 60 Director Nominee Victor Sordillo 71 Director Nominee Executive Officers Dr. 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. Dr. 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. Earlier, Dr. 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, Dr. 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. Kirti 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. Mr. 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. Mr. Desai is a certified public accountant. Mr. Desai also serves as the Treasurer of Shrimad Rajchandra Mission Dharampur (USA) Inc., a community outreach and development nonprofit. Dr. 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. Flomenberg 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. Prior to those positions, Dr. Flomenberg held a number of leadership roles in the academia, hospital, and research settings. Dr. Flomenberg’s 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. 87 Sadiq 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. Mr. 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. From 2008 to 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. Non-Employee Directors Surendra 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. (NYSE: WEL), a special purpose acquisition company, since February 2024, PowerUp Acquisition Corp. (Nasdaq: PWUP), a special purpose acquisition company, since August 2023, OceanTech Acquisitions I Corp. (Nasdaq: OTEC), a special purpose acquisition company, since March 2023, and Kernel Group Holdings, Inc. (Nasdaq: KRNL), a special purpose acquisition company, since December 2022. Mr. Ajjarapu currently serves Trxade Health, Inc. (Nasdaq: 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. Mr. Ajjarapu is also currently serving as a director of Ocean Biomedical Inc. (Nasdaq: OCEA) (f.k.a. Aesther Healthcare Acquisition Corp.), a biopharmaceutical company. Mr. 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. Mr. 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. Ajjarapu is qualified to serve on our Board based on his extensive public company experience. Jeffrey 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. Mr. 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. Mr. 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. Feike is qualified to serve on our Board based on his dedication to public health and healthcare industry experience. Dr. 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. Dr. 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. Dr. 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. 88 Dr. 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. Dr. Patton is Professor Emeritus at Yale School of Public Health, where he worked for 36 years. Dr. Patton 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. Patton is qualified to serve on our Board based on his work on and experience with public health issues. Susan 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. Ms. Podlogar is the Chief Human Resources Officer and Executive Vice President of MetLife, Inc (“MetLife”). Ms. 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. Ms. 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. Podlogar is qualified to serve on our Board based on her extensive human resources and healthcare industry experience. Victor 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. Mr. Sordillo has served as Managing Director of Risk Advisory Services at Verita CSG, Inc. (“Verita”), a provider of holistic insurance and risk management solutions for commercial line clients, since March 2024. Before joining Verita, Mr. 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. Mr. Sordillo is a registered professional civil and fire protection engineer and Certified Safety Professional. Mr. Sordillo served as the mayor of Warren, New Jersey for more than 22 years. We believe Mr. Sordillo is qualified to serve on our Board based on his extensive business and leadership experience. Corporate Governance We have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. We 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. Role of Board in Risk Oversight Our 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. Composition of the Board Our 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 whole Board. 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 Dr. 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 Combination. 89 Controlled Company Status We 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. Dr. 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. Board Committees The 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. Our 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 The 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. Mr. 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. The functions of the audit committee include, among other things: ● evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors; ● reviewing our financial reporting processes and disclosure controls; ● reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services; ● reviewing the adequacy and effectiveness of our internal control policies and procedures, including the effectiveness of our internal audit function; ● reviewing with the independent auditors the annual audit plan, including the scope of audit activities; ● obtaining 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; 90 ● reviewing and evaluating our independent auditor’s lead audit partner and the rotation of audit partners as required by law; ● prior 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 auditor; ● reviewing 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; ● reviewing 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; ● reviewing with management and our auditors any earnings announcements and other public announcements regarding material developments; ● establishing procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls, auditing or other matters; ● preparing the report that the SEC requires in our annual proxy statement; ● reviewing 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 ● reviewing and evaluating the audit committee charter annually and recommending any proposed changes to the Board. The 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. The Board adopted a written charter for the audit committee, which is available on our website. Compensation Committee The 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. The functions of the committee include, among other things: ● reviewing and approving any corporate objectives that pertain to the determination of executive compensation; ● reviewing and approving the compensation and other terms of employment of our executive officers; ● reviewing and approving performance goals and objectives relevant to the compensation of our chief executive officer; ● evaluating 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 evaluation; 91 ● making 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; ● reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; ● administering equity incentive plans, to the extent such authority is delegated by the Board; ● reviewing 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; ● preparing an annual report on executive compensation that the SEC requires in our annual proxy statement; and ● reviewing and evaluating the compensation committee charter annually and recommending any proposed changes to the Board. The 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. The Board adopted a written charter for the compensation committee, which is available on our website. Nominating and Corporate Governance Committee The nominating and corporate governance committee consists of Jeffrey Feike, who serves as the chairperson, and Dr. Keow Lin Goh. Each of 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. The functions of this committee include, among other things: ● identifying, reviewing, and making recommendations of candidates to serve on the Board; ● evaluating the performance of the Board, committees of the Board, and individual directors and determining whether continued service on the Board is appropriate; ● evaluating nominations by stockholders of candidates for election to the Board; ● evaluating the current size, composition, and organization of the Board and its committees and making recommendations to the Board for approvals; ● recommending to the Board any changes to our corporate governance policies and principles; ● reviewing issues and developments related to corporate governance and identifying and bringing to the attention of the Board current and emerging corporate governance trends; and ● reviewing periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any proposed changes to the Board. The 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. 92 The Board adopted a written charter for the nominating and corporate governance committee, which is available on our website. Delinquent Section 16(a) Reports Section 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. Code of Business Conduct and Ethics We 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. Stockholder Nominations for Directors Prior 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. ITEM 11. EXECUTIVE COMPENSATION Executive and Director Compensation of Semper Paratus The 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 combination. 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. Executive and Director Compensation of Tevogen Overview The 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.” 93 This 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. Summary Compensation Table The 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 Year Salary ($) Stock Awards (1) ($) All Other Compensation ($) Total ($) Ryan Saadi, M.D., M.P.H. Chief Executive Officer 2023 501,000 0 0 501,000 2022 453,375 0 470 453,845 Kirti Desai Chief Financial Officer 2023 300,000 0 0 300,000 2022 225,000 0 0 225,000 Neal Flomenberg, M.D. Chief Scientific Officer and Global R&D Lead 2023 350,000 2,576,000 0 2,926,000 2022 175,000 13,600,000 0 13,775,000 (1) The 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 by Dr. Flomenberg in connection with the applicable award. Narrative Disclosure to Summary Compensation Table Base Salary The 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. Saadi, Mr. Desai, and Dr. Flomenberg for 2023 were $501,000, $300,000, and $350,000, respectively. Equity Compensation Prior 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 Dr. 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. In 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 Stock. 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 Plan” below. 94 Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by our named executive officers that were outstanding as of December 31, 2023. 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. Stock Awards Name 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 — — Kirti Desai — — Neal Flomenberg, M.D. 5,332,902 (1) $ 34,177,000 (2) (1) Reflects 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 Stock. The vesting of each award requires the satisfaction of both a service-based condition and the Liquidity Event Condition. The 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. (2) Reflects a fair market value per share of Tevogen Bio’s common stock of $34.77 based on Tevogen Bio’s most recent estimated fair value of its common stock as of December 31, 2023. Director Compensation In the year ended December 31, 2023, we did not pay any fees to, or make any equity or non-equity awards to, or pay any other compensation to the non-employee members of our Board for their services as directors, except that we granted Mr. Sordillo 19,000 RSUs of Tevogen Bio on January 5, 2023. Name Stock Awards ($) Total ($) Victor Sordillo 253,460 (1)(2) 253,460 All other non-employee directors — — (1) As 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. (2) Reflects a grant date fair value per share of Tevogen Bio common stock of $13.34 on the date of the grant. 95 Equity Incentive Plan As described in more detail below, certain notable features of the 2024 Plan include: ● granting 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; ● granting of options with a ten-year maximum term; ● awards 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; ● no liberal share recycling; ● no 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; and ● no repricing of options or stock appreciation rights without prior stockholder approval. Summary of the Material Terms of the 2024 Plan Purpose and Eligibility The 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 personnel. Equity 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 The 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”). Except 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: ● designate grantees of awards; ● determine the type or types of awards to be made to a grantee; ● determine the number of shares of our Common Stock subject to an award or to which an award relates; ● establish the terms and conditions of each award; ● prescribe the form of each award agreement; ● subject 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; and ● make substitute awards. 96 The 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. The 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. Awards Awards under the 2024 Plan may be made in the form of: ● stock options, which may be either incentive stock options or nonqualified stock options; ● stock appreciation rights or “SARs”; ● restricted stock; ● restricted stock units; ● deferred stock units; ● unrestricted stock; ● dividend equivalent rights; ● performance awards, including performance shares; ● other equity-based awards; or ● cash. An 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. Restricted 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. The 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. 97 Awards 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. Awards granted in addition to or in tandem with other awards may be granted either at the same time or at different times. The 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. Forfeiture; Clawback We 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. In 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. Shares Subject to the 2024 Plan Subject 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. Any 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. Shares 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. The 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 an option; (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. 98 Options The 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. Incentive 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. Share Appreciation Rights The 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 grant date. 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. SARs 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. Fair Market Value For 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. If 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. If 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. 99 No Repricing Except 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. Restricted Stock, Restricted Stock Units, and Deferred Stock Units The 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. During 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. Unrestricted Stock The 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. Dividend Equivalent Rights The 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. 100 Performance Awards The 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. Other Equity-Based Awards The 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. Forms of Payment The 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. Change in Capitalization The 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. Transaction not Constituting a Change in Control If 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. 101 Effect of a Change in Control in which Awards are not Assumed Except 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: ○ At 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; and/or ○ The 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 SARs. ● For 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. ● Other Equity-Based Awards will be governed by the terms of the applicable award agreement. Effect of a Change in Control in which Awards are Assumed Except 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. In general, a “change in control” means: ○ a 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; ○ individuals 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; ○ a 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 transaction; ○ a sale of substantially all of our assets to another person or entity; or ○ the consummation of a plan or proposal for the dissolution or liquidation of the Company. 102 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Equity Compensation Plan Information As 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. Beneficial Ownership of Securities The following table sets forth information regarding the beneficial ownership of Common Stock as of March 27, 2024 by: ● each person known by us to be the beneficial owner of more than 5% of the outstanding shares of Common Stock; ● each of our named executive officers and directors; and ● all of our executive officers and directors as a group. Beneficial 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. 103 The 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 Number of Shares of Tevogen Common Stock % 5% Holders SSVK Associates, LLC 9,488,889 (1) 5.7 % Manmohan Patel, MD 10,374,489 (2) 6.2 % Tevogen Directors and Named Executive Officers (3) Dr. Ryan Saadi 118,443,976 (4) 71.9 % Kirti Desai 9,696,186 5.9 % Dr. Neal Flomenberg 3,636,070 (5) 2.2 % Surendra Ajjarapu (1) 9,662,889 (1) 5.9 % Jeffrey Feike 581,771 (5) * Dr. Keow Lin Goh 193,923 * Dr. Curtis Patton 969,618 * Susan Podlogar 193,923 (5) * Victor Sordillo 42,622 (6) * All Tevogen directors and executive officers as a group (10 individuals) 144,216,595 (7) 85.3 % * Less than 1% (1) 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. Mr. 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. Mr. 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. (2) Includes 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. Dr. Patel may 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. The address 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. Dr. Patel is the managing member of HMP Partners and the spouse of the managing member of The Patel Family, LLP. (3) Except 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. (4) Includes 193,923 shares of Common Stock underlying RSUs held by Dr. Saadi’s wife that have vested but remain subject to settlement. (5) Represents shares of Common Stock underlying RSUs that have vested but remain subject to settlement. (6) Includes 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. (7) Includes 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Person Transactions — Semper Paratus Founder Shares Our 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. The 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. 104 On 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. On 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. Subscription Agreement Loans On 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. On 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. Private 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. 1,300,000 of 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. In 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. Registration Rights Agreement On 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. For additional information, see “— Certain Relationships and Related Person Transactions — Tevogen — Amended and Restated Registration Rights Agreement.” 105 Assignment and Assumption Agreement In connection with the consummation of the Business Combination, Semper Paratus entered into an agreement as of February 14, 2024 with the Sponsor, pursuant to which Semper Paratus assigned to the Sponsor and the Sponsor 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. The Series B Preferred Stock is non-voting, non-convertible, callable by us at any time, and pays a 3.25% quarterly dividend beginning 35 days after issuance. Any dividend will be paid by us on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations are owed, pro rata in accordance with those liabilities and obligations. The dividend rate increases by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per quarter. The 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. Conversion Agreements On February 14, 2024, Semper Paratus entered into agreements with the Sponsor and Mr. Ajjarapu pursuant to which (i) the Sponsor agreed to convert $1.5 million in principal amount of loans that it made to Semper Paratus (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. Certain Relationships and Related Person Transactions — Tevogen Family Relationships Judy 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. Mehtaphoric 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. 106 Sordillo Equity Grant In 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. Stockholder Agreement Tevogen Bio was party to a Stockholder Agreement (the “Stockholder Agreement”) with certain of its stockholders, including Dr. Saadi, Mr. 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. Amended and Restated Registration Rights Agreement On 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. Saadi, Mr. Desai, 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”). Pursuant 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. Lock-Up Agreement On February 14, 2024, in connection with the consummation of the Business Combination, we entered into the Lock-Up Agreement with the Sponsor and Dr. 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. Sponsor 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. Ajjarapu. 107 Series A and Series A-1 Preferred Stock On 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. The shares of Series A Preferred Stock are convertible into a total of 500,000 shares of Common Stock at the election of the holder and the Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of Common Stock at the election of the holder. The Series A Preferred Stock 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 Stock. Related Person Transaction Policy Effective 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. Director Independence Our 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. Audit committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules of Nasdaq. 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. In 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. To 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: (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director; and (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company. 108 Our 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 Act. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following is a summary of fees paid to Marcum LLP, or Marcum, for services rendered. Audit Fees . 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 and $68,645. 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 years ended December 31, 2023, and December 31, 2022, we did not pay Marcum any audit-related fees. Tax Fees . We have not paid Marcum for tax services, planning or advice for the years ended December 31, 2023, and December 31, 2022. All Other Fees . We did not pay Marcum for any other services for the years ended December 31, 2023, and December 31, 2022. Pre-Approval Policy Our 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 procedures. Instead, the Audit Committee will pre-approve the provision of all audit or non-audit services. 109 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) List of documents filed as part of this Annual Report: (i) The required financial statements are included in Item 8 of Part II of this Annual Report. (ii) Schedules are omitted because they are not required. (iii) See the Index to Exhibits included in this Annual Report and incorporated herein by reference. (b) See the Index to Exhibits included in this Annual Report and incorporated herein by reference. (c) None. ITEM 16. FORM 10-K SUMMARY None. 110 INDEX TO EXHIBITS Exhibit Description 2.1† 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. 001-41002)) 3.1 Certificate 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. 001-41002)) 3.2 Amended 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. 001-41002)) 3.3 Certificate 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. 001-41002)) 3.4 Certificate 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. 001-41002)) 3.5 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. 001-41002)) 4.1 Warrant 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. 001-41002)) 4.2 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) 4.3* Description of Securities 10.1 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) 10.2 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) 10.3 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) 10.4 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. 001-41002)) 10.5* Amendment to Letter Agreement, dated February 13, 2024, by and among the Company, its officers, its directors, SVKK Associates, LLC, and Semper Paratus Sponsor LLC 10.6* 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 10.7* Lock-Up Agreement, dated February 14, 2024, between the Company, SSVK Associates, LLC, Ryan Saadi, and the other signatories thereto 10.8*+ Non-Competition and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan Saadi 10.9+ Tevogen 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. 001-41002)) 10.10+ Form 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. 001-41002)) 10.11+ Form 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. 001-41002)) 10.12† Assignment 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. 001-41002)) 10.13* Amendment to Assignment and Assumption Agreement, dated as of March 15, 2024, by and between the Company and SSVK Associates, LLC 10.14*+ Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi 10.15* Securities Purchase Agreement, dated February 14, 2024, by and among the Company and The Patel Family, LLP 10.16 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. 001-41002)) 31.1* 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 31.2* 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 32.1** 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 32.2** 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 97.1* Incentive Compensation Recovery Policy EX-101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document EX-101.SCH* Inline XBRL Taxonomy Extension Schema Document EX-101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document EX-101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document EX-101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document EX-101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104.1* Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. ** Furnished herewith † Schedules 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. + Indicates management contract or compensatory plan. 111 SEMPER PARATUS ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID # 688 ) F-1 Balance Sheets F-2 Statements of Operations F-3 Statements of Changes in Shareholders’ Deficit F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6 – F-21 112 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Tevogen Bio Holdings Inc. (f/k/a Semper Paratus Acquisition Corporation) Opinion on the Financial Statements 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 of America. Explanatory Paragraph – 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. As described 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. 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. 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. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Marcum LLP Marcum llp We have served as the Company’s auditor since 2021 . Los Angeles, CA April 26, 2024 PCAOB ID # 688 F- 1 SEMPER PARATUS ACQUISITION CORPORATION BALANCE SHEETS 2023 2022 December 31, 2023 2022 ASSETS CURRENT ASSETS Cash $ 8,835 $ 129,186 Due from related party 344,500 — Prepaid expenses and other assets 2,501 145,170 Total current assets 355,836 274,356 Cash and marketable securities held in Trust Account 16,681,497 356,864,000 TOTAL ASSETS $ 17,037,333 $ 357,138,356 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 1,142,405 $ 210,454 Convertible note payable, net of discount 1,631,725 — Due to affiliate 230,000 140,000 Total current liabilities 3,004,130 350,454 Derivative warrant liabilities 29,000 7,250 Deferred underwriting fee payable 14,700,000 14,700,000 Total liabilities 17,733,130 15,057,704 COMMITMENTS AND CONTINGENCIES (Note 6) - REDEEMABLE ORDINARY SHARES 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 and $ 10.34 per share as of December 31, 2023 and 2022, respectively 16,681,497 356,864,000 SHAREHOLDERS’ DEFICIT Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding — — Class A ordinary shares; $ 0.0001 par value; 200,000,000 shares authorized; 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 1,343 145 Class B ordinary shares; $ 0.0001 par value; 20,000,000 shares authorized; 0 and 11,983,333 shares issued and outstanding as of December 31, 2023 and 2022, respectively — 1,198 Accumulated deficit ( 17,378,637 ) ( 14,784,691 ) Total shareholders’ deficit ( 17,377,294 ) ( 14,783,348 ) TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT $ 17,037,333 $ 357,138,356 The accompanying notes are an integral part of these financial statements. F- 2 SEMPER PARATUS ACQUISITION CORPORATION STATEMENTS OF OPERATIONS 2023 2022 For the For the Year Ended Year Ended December 31, December 31, 2023 2022 General and administrative $ 2,273,970 $ 953,083 Total operating expenses ( 2,273,970 ) ( 953,083 ) Other income (expense): Unrealized gain on investments held in Trust Account 2,734,426 4,948,194 Change in fair value of warrants ( 21,750 ) 413,250 Impairment of amount due from related party ( 250,000 ) — Interest expense ( 256,031 ) — Total other income, net 2,206,645 5,361,444 Net (loss) income $ ( 67,325 ) $ 4,408,361 Weighted average shares outstanding of Class A Ordinary shares 5,333,742 34,500,000 Basic and diluted net income (loss) per share, Class A (redeemable) $ 0.00 $ 0.09 Weighted average shares outstanding of Class A Ordinary shares 12,317,077 1,450,000 Basic and diluted net income (loss) per share, Class A (non-redeemable) $ 0.00 $ 0.09 Weighted average shares outstanding of Class B Ordinary shares 1,116,256 11,983,333 Basic and diluted income (loss) per share, Class B $ 0.00 $ 0.09 The accompanying notes are an integral part of these financial statements. F- 3 SEMPER PARATUS ACQUISITION CORPORATION STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2023 Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholder’s Deficit Ordinary shares Class A (Non-redeemable) Class B Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholder’s Deficit Balance, December 31, 2022 1,450,000 $ 145 11,983,333 $ 1,198 $ — $ ( 14,784,691 ) $ ( 14,783,348 ) Conversion of Class B shares 11,983,333 1,198 ( 11,983,333 ) ( 1,198 ) — — — Proceeds allocated to Class A shares issuable from the note payable — — — — 275,306 — 275,306 Accretion of carrying value to redemption value — — — — ( 275,306 ) ( 2,526,621 ) ( 2,801,927 ) Net loss — — — — — ( 67,325 ) ( 67,325 ) Balance, December 31, 2023 13,433,333 $ 1,343 — $ — $ — $ ( 17,378,637 ) $ ( 17,377,294 ) FOR THE YEAR ENDED DECEMBER 31, 2022 Ordinary shares Class A Class B Shares Amount Shares Amount Additional Paid-in Capital Accumulated Deficit Total Shareholder’s Deficit Balance, December 31, 2021 1,450,000 $ 145 11,983,333 $ 1,198 — $ ( 14,229,052 ) $ ( 14,227,709 ) Balance 1,450,000 145 11,983,333 1,198 — ( 14,229,052 ) ( 14,227,709 ) Accretion of carrying value to redemption value — — — — — ( 4,964,000 ) ( 4,964,000 ) Net income — — — — — 4,408,361 4,408,361 Balance, December 31, 2022 1,450,000 $ 145 11,983,333 $ 1,198 $ — $ ( 14,784,691 ) $ ( 14,783,348 ) Balance 1,450,000 $ 145 11,983,333 $ 1,198 $ — $ ( 14,784,691 ) $ ( 14,783,348 ) The accompanying notes are an integral part of these financial statements. F- 4 SEMPER PARATUS ACQUISITION CORPORATION STATEMENTS OF CASH FLOWS For the Year Ended December 31, For the Year Ended December 31, 2023 2022 Cash Flows from Operating Activities: Net (loss) income $ ( 67,325 ) $ 4,408,361 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 256,031 — Impairment of amount due from related party 250,000 Change in fair value of warrants 21,750 ( 413,250 ) Changes in operating assets and liabilities: Prepaid expenses and other assets 142,669 446,609 Due from related party ( 267,000 ) — Due to affiliate 90,000 120,000 Accounts payable and accrued expenses 931,950 171,079 Net cash used in operating activities ( 1,376,351 ) ( 215,395 ) Cash Flows from Investing Activities: Extension amount deposited into Trust Account ( 67,500 ) — Cash withdrawn from Trust Account in connection with redemption 342,984,430 — Net cash provided by investing activities 342,916,930 — Cash Flows from Financing Activities: Proceeds from note payable 1,323,500 — Redemption of ordinary shares ( 342,984,430 ) — Net cash used in financing activities ( 341,660,930 ) — Net Change in Cash ( 120,351 ) ( 215,395 ) Cash – Beginning 129,186 344,581 Cash – Ending $ 8,835 $ 129,186 Supplemental disclosure of noncash activities: Change in value of Class A ordinary shares subject to redemption amount $ 2,801,927 $ 4,964,000 Sale of Class B shares to Investor $ 3,955,111 $ — Sale of warrants $ 20,000 $ — The accompanying notes are an integral part of these financial statements. F- 5 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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, 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 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. 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. 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 “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 . 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. 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. 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: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below. 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. As of December 31, 2023, 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. F- 6 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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. 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. 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 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. F- 7 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 On 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. On 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. On 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. 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 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. F- 8 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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 share 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. 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. Risks and Uncertainties 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 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, 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 of business. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. Management is currently evaluating different strategies to obtain the additional funding for future operations for subsequent years. These strategies may include but are not limited to private placements of equity and/or debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms, or at all. F- 9 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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. 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. 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. 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. The Company did no t have any cash equivalents as of December 31, 2023 and 2022. Investments Held in Trust Account At December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account. At December 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. F- 10 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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. 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 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, 2023, 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. Related Party Transactions The 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. Income Taxes 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. 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, 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 Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 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, 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. F- 11 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit. At December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in the following table: Schedule 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 Plus: Accretion of carrying value to redemption value 4,964,000 Class A ordinary share subject to possible redemption, December 31, 2022 356,864,000 Plus: Accretion of carrying value to redemption value 2,801,927 Less: Redemption of ordinary shares ( 342,984,430 ) Class A ordinary share subject to possible redemption, December 31, 2023 $ 16,681,497 Net Income (Loss) per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the “Founder Shares”). Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants (see Note 4) to purchase 17,975,000 ordinary shares at $ 11.50 per share were issued on November 8, 2021. At December 31, 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. Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share For the year ended December 31, 2023 December 31, 2022 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: Numerator: Allocation of net (loss) income $ ( 19,134 ) $ ( 44,186 ) $ ( 4,005 ) $ 3,172,916 $ 133,355 $ 1,102,090 Denominator: Weighted average shares outstanding 5,333,742 12,317,077 1,116,256 34,500,000 1,450,000 11,983,333 Basic and diluted net (loss) income per share $ 0.00 $ 0.00 $ 0.00 $ 0.09 $ 0.09 $ 0.09 F- 12 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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 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. On 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). F- 13 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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 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. 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: Schedule of Fair Value Non Redeemable Shares May 4, 2023 Discount for lack of marketability 6.80 % Stock price as of measurement date $ 10.77 Probability of transaction 4.40 % 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. 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. On 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. This related 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 operations. Subscription Agreement Loans On 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. On 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”). One half 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 $ 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 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 Loans. As of December 31, 2023, the Company had $ 1,651,000 borrowings under the SPAC Loans. F- 14 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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 or $ 0.44 per share. 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 or $ 0.44 per share. 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. As of December 31, 2023, the unamortized discount on the SPAC Loans was $ 19,274 . As 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. Working Capital Loans 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, 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, 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. 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. 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. F- 15 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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. Subscription Agreement As 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 agreed that: ● The 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. ● 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 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. ● The 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. ● On 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 . On 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 that: ● The 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. ● The 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”). ● In 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 Closing. F- 16 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 ● The 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. 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 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. ● On 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 . Purchase Agreement On 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. In 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 the Company. Pursuant 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: (a) the approval of the board of directors the SPAC; (b) the approval of the members of the Original Sponsor; (c) the consent or waiver of 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. The 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. 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, 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. F- 17 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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, 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. 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. 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, 2023 and 2022, 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 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; F- 18 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 ● 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. 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. 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. 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. F- 19 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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: Level 1: 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. Level 2: 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. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2023, the assets held in the Trust Account were held in a demand deposit account. 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, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis December 31, 2023: Quoted Prices in Significant Other Significant Other Level Active Markets (Level 1) Observable Inputs (Level 2) Unobservable Inputs (Level 3) Assets: U.S. Treasury Securities(1) 1 $ — $ — $ — Warrant Liability- Private Placement Warrants 3 — — 29,000 (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 Significant Other Active Markets Observable Inputs Unobservable Inputs Level (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities 1 $ 356,864,000 $ — $ — Warrant Liability- Private Placement Warrants 3 — — 7,250 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. 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. 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. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero. F- 20 TEVOGEN BIO HOLDINGS INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023 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, 2023 and 2022: Schedule of Quantitative Information in Fair Value Measurements At December 31, 2023 At December 31, 2022 Share Price $ 11.13 $ 10.33 Exercise Price $ 11.50 $ 11.50 Term (years) 5.21 5.10 Industry Volatility 6.50 % 4.40 % Risk Free Rate 3.77 % 3.91 % Dividend Yield 0.00 % 0.00 % 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 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. Prior to 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 Time. On 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 million. 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 of $ 6.0 million. 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. 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. On 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 $ 3.6 million (the “Series B Preferred Stock”). The 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 Sponsor. 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 Fee. Therefore, the total amount due to the Sponsor under the Sponsor Advisory Services Fee is $ 250,000 . F- 21 SIGNATURES Pursuant 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. TEVOGEN BIO HOLDINGS INC. Date: April 26, 2024 By: /s/ Ryan Saadi Name: Ryan Saadi Title: 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 date indicated. Name Date Title /s/ Ryan Saadi April 26, 2024 Chief Executive Officer and Chairperson of the Board of Directors Ryan Saadi (Principal Executive Officer) /s/ Kirti Desai April 26, 2024 Chief Financial Officer Kirti Desai (Principal Financial Officer and Principal Accounting Officer) /s/ Surendra Ajjarapu April 26, 2024 Director Surendra Ajjarapu /s/ Jeffrey Feike April 26, 2024 Director Jeffrey Feike /s/ Dr. Keow Lin Goh April 26, 2024 Director Dr. Keow Lin Goh /s/ Dr. Curtis Patton April 26, 2024 Director Dr. Curtis Patton /s/ Susan Podlogar April 26, 2024 Director Susan Podlogar /s/ Victor Sordillo April 26, 2024 Director Victor Sordillo