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Item 9A. Controls and Procedures

2025-04-02 compared with 2024-04-29 · 1128 added, 2197 removed, 121 unchanged (96% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

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

management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024.

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure

controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described

As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance

Accordingly, notwithstanding such material weaknesses, management has concluded that our consolidated financial statements

included in this Annual Report present fairly, in all material respects, our financial condition, results of operations and cash flows

at and for the periods presented in accordance with U.S.

generally accepted accounting principles.

on Effectiveness of Controls and Procedures

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

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

In addition, the design

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

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

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

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

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

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

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

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

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

As a result, we performed additional

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

Accordingly, management

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

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

of disclosure controls and procedures must reflect the fact that there may be resource constraints, and that management is required to

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

Annual Report on Internal Control Over Financial Reporting

1 unchanged sentence

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Semper Paratus’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.

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

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

assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

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

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

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

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

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

collectability over amounts due from related parties.

Our 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.

Our internal control over financial

reporting includes those policies and procedures that:

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

transactions and dispositions of the assets of our Company,

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with GAAP, and that our receipts and expenditures are

being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of our assets that could have a material effect on the financial statements.

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

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control - Integrated Framework (2013).”

Based on this assessment, our management concluded that we did not maintain effective internal control over financial reporting as of

December 31, 2024, due to the material weaknesses in our internal control over financial reporting related to not maintaining a sufficient

complement of personnel commensurate with accounting and reporting requirements resulting in inadequate segregation of duties over the

preparation, review and posting of manual journal entries to the general ledger, and in not having a sufficient risk assessment process

to identify and analyze risks of misstatement due to error and/or fraud.

to Address the Material Weaknesses

continue to evaluate steps and measures to remediate our material weaknesses, including the potential hiring of additional accounting

personnel with appropriate expertise in accounting and reporting under U.S.

generally accepted accounting principles (“GAAP”)

and SEC regulations in order to better align with segregation of duties and perform appropriate risk assessment procedures to evaluate

risks of material misstatement.

The status of any efforts to address the material weakness will be reported by management to the audit

committee on a consistent basis.

The material weakness will not be considered remediated until the applicable controls operate for a

sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

in Internal Control over Financial Reporting

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

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

control over financial reporting.

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

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

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

were no changes in our internal controls over financial reporting during the quarter ended December 31, 2024 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

Trading Arrangements

the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a

“Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a)

of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

of Directors and Management

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

Executive Officer, Chairperson and Director Nominee

Financial Officer

Neal Flomenberg

Scientific Officer and Global R&D Lead

Commercial Officer

Curtis Patton

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

Officer and Chairperson of Tevogen Bio beginning in June 2020.

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

of Public Health since 2021.

Prior to founding Tevogen Bio, Dr.

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

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

2018 to October 2019.

Before CSL Behring, Dr.

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

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

Cordis business from 2008 to 2012.

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

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

From 2010 through 2019,

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

independent guidance and expert advice to CMS on clinical topics.

We believe Dr.

Saadi is qualified to serve on our Board

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

and life sciences industries.

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

Bio beginning in June 2020.

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

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

Desai is a certified public accountant.

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

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

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

Prior to joining Tevogen Bio, Dr.

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

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

to those positions, Dr.

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

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

over 175 peer reviewed publications.

At Jefferson, Dr.

Flomenberg also maintained an active medical practice and was continually listed

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

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

Bio beginning in April 2022.

Previously, Mr.

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

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

Most recently, Mr.

Khan served as Senior Director and then

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

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

2018 to March 2022.

While at BioCentriq, Mr.

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

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

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

March 2018, Mr.

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

commercial planning and other matters.

Previously, Mr.

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

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

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

Chairman of Semper Paratus beginning in June 2023.

In addition to his involvement with Semper Paratus, Mr.

Ajjarapu has served as

Chief Executive Officer and Chairman of Integrated Wellness Acquisition Corp.

WEL), a special purpose acquisition company,

since February 2024, PowerUp Acquisition Corp.

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

OTEC), a special purpose acquisition

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

KRNL), a special purpose acquisition company, since December

Ajjarapu currently serves Trxade Health, Inc.

MEDS), a health services information

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

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

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

Ajjarapu is also currently serving as

a director of Ocean Biomedical Inc.

OCEA) (f.k.a.

Aesther Healthcare Acquisition Corp.), a biopharmaceutical company.

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

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

developing renewable natural gas sites in Iowa, since 2018.

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

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

We believe Mr.

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

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

in August 2022.

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

to June 2022.

Throughout his career, Mr.

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

(“EMS”) systems.

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

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

We believe Mr.

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

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

Bio beginning in August 2022.

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

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

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

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

Previously, Dr.

Goh was a Senior Project Leader at Boston

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

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

We believe Dr.

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

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

Bio beginning in July 2020.

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

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

and Acting Head of Global Health.

While at Yale, Dr.

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

Chair of the Committee on International Health.

We believe Mr.

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

on and experience with public health issues.

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

beginning in August 2022.

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

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

At MetLife, Ms.

Podlogar has established

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

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

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

economic mobility in underserved and underrepresented communities.

Prior to her time at MetLife, Ms.

Podlogar held a series of Human

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

Human Resources Executive Committee.

We believe Ms.

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

resources and healthcare industry experience.

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

beginning in July 2023.

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

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

Before joining Verita,

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

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

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

Prior to QBE, Mr.

Sordillo served as the Global Technical Services

Manager at Chubb NA from January 2000 through May 2016.

Sordillo is a registered professional civil and fire protection engineer

and Certified Safety Professional.

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

We believe Mr.

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

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

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

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

of Board in Risk Oversight

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

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

The audit committee represents the Board by periodically reviewing

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

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

Through its regular meetings with management, including

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

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

In addition, the Board receives

periodic detailed operating performance reviews from management.

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

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

II, and Class III.

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

The term of the current Class I directors, Dr.

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

stockholders following the Business Combination;

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

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

and the term of the current

Class III directors, Dr.

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

Company Status

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

Controlled companies under those rules

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

Saadi owns more than 50% of our voting power.

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

from the corporate governance requirements of Nasdaq.

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

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

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

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

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

applicable corporate governance rules of Nasdaq.

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

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

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

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

evaluation of management controls.

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

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

Each of the members of

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

the SEC and rules of Nasdaq.

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

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

functions of the audit committee include, among other things:

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

auditors or engage new independent auditors;

our financial reporting processes and disclosure controls;

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

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

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

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

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

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

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

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

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

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

independent auditors and management;

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

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

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

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

auditing or other matters;

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

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

and risk management is implemented;

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

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

SEC and Nasdaq rules and regulations.

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

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

Keow Lin Goh.

Each of the members of the compensation

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

functions of the committee include, among other things:

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

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

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

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

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

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

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

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

administering

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

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

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

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

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

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

SEC and Nasdaq rules and regulations.

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

and Corporate Governance Committee

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

Keow Lin Goh.

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

regulations of the SEC and rules of Nasdaq.

functions of this committee include, among other things:

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

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

Board is appropriate;

nominations by stockholders of candidates for election to the Board;

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

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

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

corporate governance trends;

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

proposed changes to the Board.

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

Act and all applicable SEC and Nasdaq rules and regulations.

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

Section 16(a) Reports

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

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

equity securities.

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

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

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

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

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

of Business Conduct and Ethics

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

responsible for financial reporting.

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

section of our website.

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

Nominations for Directors

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

to the Board.

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

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

with our Corporate Governance Guidelines and applicable law.

information regarding our executive officers is set forth in Part I of this Form 10-K under the caption “Information About our

Executive Officers” and incorporated herein by reference.

part of our system of corporate governance, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to

our principal executive officer and senior financial officers.

Our Code of Business Conduct and Ethics is available on our website at

ir.tevogen.com/governance.

We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or

waiver from, a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer or senior financial

officers by posting such information on our website at the address above.

The information on or available through our website is expressly

not incorporated by reference in this Form 10-K, and any reference to our website is intended to be an inactive textual reference only.

Printed copies of our Code of Business Conduct and Ethics may be obtained, without charge, by contacting us at 15 Independence Boulevard,

Suite #410, Warren, New Jersey 07059.

additional information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule

14A within 120 days after December 31, 2024, and is incorporated herein by reference.

Executive Compensation.

and Director Compensation of Semper Paratus

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

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

business combinations.

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

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

Any such payments prior to an initial business combination

were made using funds held outside the Trust Account.

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

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

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

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

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

of the Business Combination.

and Director Compensation of Tevogen

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

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

officers as of December 31, 2023.

These executive officers consist of Dr.

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

Financial Officer, and Dr.

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

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

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

regarding future compensation practices.

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

included in this discussion.

Compensation Table

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

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

Name and Principal Position

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

Chief Executive Officer

Chief Financial Officer

Neal Flomenberg, M.D.

Chief Scientific Officer and Global R&D Lead

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

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

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

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

Flomenberg in connection with the applicable award.

Disclosure to Summary Compensation Table

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

The base salary payable to each named

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

and responsibilities.

The annual base salaries for Dr.

Desai, and Dr.

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

respectively.

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

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

In July 2023, we granted

Flomenberg an equity award of 100,000 RSUs.

The vesting of Dr.

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

condition and the Liquidity Event Condition.

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

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

The Liquidity Event Condition was satisfied

upon the consummation of the Business Combination.

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

2024 Omnibus Incentive Plan (the

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

Each RSU award granted under the 2020 Plan that was outstanding

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

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

to the consummation of the Business Combination.

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

Equity Awards at Fiscal Year-End

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

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

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

as of December 31, 2023.

Equity Incentive Plan Awards:

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

Equity Incentive Plan Awards:

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

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

Neal Flomenberg, M.D.

5,332,902 (1)

$ 34,177,000 (2)

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

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

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

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

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

The RSUs begin

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

The service-based

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

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

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

anniversary of July 14, 2023.

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

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

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

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

Sordillo 19,000 RSUs

of Tevogen Bio on January 5, 2023.

Stock Awards ($)

Victor Sordillo

253,460 (1)(2)

All other non-employee directors

of December 31, 2023, Mr.

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

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

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

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

Incentive Plan

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

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

our Common Stock on the grant date;

of options with a ten-year maximum term;

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

an affiliate or applicable law;

liberal share recycling;

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

dividend equivalent rights on unvested performance-based awards;

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

of the Material Terms of the 2024 Plan

and Eligibility

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

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

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

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

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

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

Only our employees or employees of our corporate subsidiaries

are eligible to receive incentive stock options.

Administration,

Amendment and Termination

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

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

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

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

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

the authority to:

grantees of awards;

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

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

the terms and conditions of each award;

the form of each award agreement;

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

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

substitute awards.

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

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

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

by the 2024 Plan.

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

to the administration and implementation of the 2024 Plan.

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

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

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

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

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

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

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

appreciation rights or “SARs”;

equivalent rights;

awards, including performance shares;

equity-based awards;

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

that does not meet those requirements.

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

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

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

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

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

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

risk of forfeiture as restricted stock.

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

under federal or state securities law.

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

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

to a specified number of shares of Common Stock.

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

goals over a performance period established by the Committee.

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

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

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

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

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

in the award agreement.

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

will control.

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

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

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

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

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

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

by the Committee.

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

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

to us or one of our subsidiaries or other affiliates.

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

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

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

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

award agreement.

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

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

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

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

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

Subject to the 2024 Plan

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

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

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

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

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

The maximum number of shares

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

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

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

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

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

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

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

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

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

In addition, at least the target number of

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

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

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

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

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

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

(iii) deducted or delivered from

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

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

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

incentive stock options.

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

Each option becomes

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

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

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

provided that, to the extent

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

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

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

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

The Committee may include in the option agreement provisions

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

The exercise price

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

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

If we were to grant incentive

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

share of Common Stock on the grant date.

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

distribution.

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

gift or other transfers deemed not to be for value.

Appreciation Rights

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

Common Stock, or a combination of the two.

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

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

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

SARs may be granted in tandem with an option

grant or independently from an option grant.

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

The per share exercise

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

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

The Committee may determine that all or part

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

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

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

as reported on Nasdaq on such date.

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

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

will have been reported.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Stock, Restricted Stock Units, and Deferred Stock Units

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

Subject to the provisions

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

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

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

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

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

A grantee of restricted stock

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

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

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

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

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

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

shares of restricted stock.

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

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

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

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

Grantees of restricted stock units and deferred stock units

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

rights on such units.

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

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

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

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

and upon such terms as the Committee may determine.

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

Equivalent Rights

2024 Plan authorizes the Committee to grant dividend equivalent rights.

Dividend equivalent rights may be granted independently or in

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

to an option or SAR.

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

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

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

a combination of the two.

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

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

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

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

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

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

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

connection with such dividend equivalent rights.

2024 Plan authorizes the Committee to grant performance awards.

The Committee determines the applicable performance period, the performance

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

Any performance measures may be used to measure the performance

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

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

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

Performance goals may relate to our financial

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

the Committee.

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

combination thereof.

Equity-Based Awards

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

The terms and conditions that apply

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

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

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

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

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

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

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

or our affiliates.

in Capitalization

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

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

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

receipt of consideration by us.

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

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

not Constituting a Change in Control

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

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

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

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

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

prior to such transaction.

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

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

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

of a Change in Control in which Awards are not Assumed

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

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

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

● Immediately

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

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

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

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

and either or both

of the following two actions will be taken:

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

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

for a period of fifteen (15) days.

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

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

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

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

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

sole discretion;

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

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

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

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

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

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

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

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

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

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

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

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

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

If at least half

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

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

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

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

determined by the Committee, in its sole discretion.

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

of a Change in Control in which Awards are Assumed

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

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

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

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

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

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

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

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

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

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

general, a “change in control” means:

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

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

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

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

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

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

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

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

information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within

120 days after December 31, 2024, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Compensation Plan Information

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

In connection with the

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

2024 Omnibus Incentive Plan.

Ownership of Securities

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

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

Common Stock;

of our named executive officers and directors;

of our executive officers and directors as a group.

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

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

Under those rules, beneficial ownership includes securities

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

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

Shares subject to warrants that are currently exercisable or exercisable within

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

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

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

Except as noted by footnote, and subject to

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

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

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

Name and Address of Beneficial Owner

SSVK Associates, LLC

9,488,889 (1)

Manmohan Patel, MD

10,374,489 (2)

Tevogen Directors and Named Executive Officers (3)

118,443,976 (4)

Neal Flomenberg

3,636,070 (5)

Surendra Ajjarapu (1)

9,662,889 (1)

Jeffrey Feike

Curtis Patton

Susan Podlogar

Victor Sordillo

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

144,216,595 (7)

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

Shares held by Mr.

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

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

SSVK and the trust.

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

may have therein, directly or indirectly.

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

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

38th Floor, New York, NY 10017.

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

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

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

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

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

Patel is c/o HMP Partners at its address.

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

Patel is the managing member of HMP

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

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

New Jersey 07059.

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

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

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

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

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

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

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

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Relationships and Related Person Transactions — Semper Paratus

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

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

In August 2021, Semper Paratus effectuated a dividend of approximately

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

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

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

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

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

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

Since the underwriters’ exercised

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

Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the

earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination,

(x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share

capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing

at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange

or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,

securities or other property.

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

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

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

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

The Original Sponsor agreed

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

Class A ordinary shares that the founder shares converted into, including the voting agreement, transfer restrictions and waiver of any

right, title, interest or claim of any kind to the Trust Account or any monies or other assets held therein.

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

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

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

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

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

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

to the Sponsor, pursuant to the Purchase Agreement.

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

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

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

Agreement Loans

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

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

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

In consideration for the Initial Capital

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

the cash contribution.

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

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

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

In consideration

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

funded by the Investor and to repay the cash contribution.

Placement Units

Simultaneously

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

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

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

No underwriting

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

The proceeds from the private placement units

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

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

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

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

warrant agreement.

Rights Agreement

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

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

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

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

At the closing of the Business Combination,

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

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

Restated Registration Rights Agreement.”

and Assumption Agreement

connection with the consummation of the Business Combination, Semper Paratus entered into an agreement as of February 14, 2024 with

the Sponsor, pursuant to which Semper Paratus assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and

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

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

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

Stock of the Company.

Series B Preferred Stock is non-voting, non-convertible, callable by us at any time, and pays a 3.25% quarterly dividend beginning 35

days after issuance.

Any dividend will be paid by us on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations

are owed, pro rata in accordance with those liabilities and obligations.

The dividend rate increases by 0.25% each month that the Series

B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per

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

of our Board.

February 14, 2024, Semper Paratus entered into agreements with the Sponsor and Mr.

Ajjarapu pursuant to which (i) the Sponsor agreed

to convert $1.5 million in principal amount of loans that it made to Semper Paratus (the “Sponsor Conversion”) and (ii) Mr.

Ajjarapu agreed to convert $240,000 in principal amount of loans that he made to the Sponsor, which funds had then been passed along

to Semper Paratus, into shares of Semper Paratus common stock at a conversion price of $10 per share of Semper Paratus common stock,

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

Relationships and Related Person Transactions — Tevogen

Relationships

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

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

for advisory services provided to Tevogen Bio.

Consulting Inc.

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

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

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

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

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

Sordillo’s joining the Tevogen Bio board of directors.

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

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

The Stockholder Agreement

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

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

or substantially all of the assets of Tevogen Bio, provided such transaction was approved by at least 50% of the holders of

outstanding shares of Tevogen Bio Common Stock and the Tevogen Bio board of directors.

Additionally, the stockholders party to the

Stockholder Agreement granted Tevogen a right of first refusal with respect to any shares of Tevogen Bio Common Stock that the

stockholders proposed to transfer to a third party.

and Restated Registration Rights Agreement

February 14, 2024, in connection with the consummation of the Business Combination, we entered into an Amended and Restated Registration

Rights Agreement (the “A&R Registration Rights Agreement”) with the Sponsor, the Original Sponsor, Dr.

Flomenberg (the “Company Holders”), the Sponsor Holders (as defined therein) (together the “Special Holders”),

and Cantor Fitzgerald & Co.

(“Cantor” and, together with the Special Holders, the “RRA Holders”).

to the A&R Registration Rights Agreement, we agreed to use commercially reasonable efforts to file a registration statement registering

the resale of certain shares of Common Stock and warrants (the “Registrable Securities”).

In addition, at any time (after

the expiration of any lock-up period) and from time to time after the shelf registration statement has been declared effective, the Special

Holders holding at least a majority in interest of Registrable Securities may request to sell all or any portion of their Registrable

Securities in an underwritten offering that is registered pursuant to the shelf registration statement (each, an “Underwritten

Shelf Takedown”);

provided that such Underwritten Shelf Takedown meets certain requirements and that we shall not be obligated

to effect more than one Underwritten Shelf Takedown during any twelve-month period.

February 14, 2024, in connection with the consummation of the Business Combination, we entered into the Lock-Up Agreement with the Sponsor

Saadi (together with the Sponsor, the “Locked-Up Parties”) with respect to certain of our securities held by the

Locked-Up Parties immediately following the Closing Date (the “Lock-Up Securities”), pursuant to which each Locked-Up Party

agreed subject to specified exceptions not to transfer any Lock-Up Securities until the earlier of (A) six months after the Closing Date

and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted

for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading

day period commencing at least 150 days after the Business Combination, or (y) the date on which Tevogen completes a liquidation, merger,

share exchange, or other similar transaction that results in all of its stockholders having the right to exchange their Common Stock

for cash, securities, or other property.

Advisory Services Fee

In June 2023, pursuant to the Merger Agreement, Tevogen Bio agreed that

at the Effective Time, it would pay $2.0 million to the Sponsor for advisory services (the “Sponsor Advisory Services Fee”).

Thereafter, in connection with the closing of the Business Combination and the Sponsor Conversion, the Sponsor Advisory Services Fee was

reduced to $500,000.

This amount was further reduced to $250,000 by reducing a repayment obligation of the Sponsor.

That repayment obligation

arose from a transaction in December 2023 when Semper Paratus transferred $250,000 to an affiliate of Mr.

A and Series A-1 Preferred Stock

February 14, 2024, we entered into a securities purchase agreement with an investor pursuant to which the investor agreed to

purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million.

On March 27, 2024, we entered into an agreement pursuant to which that amount was reduced to $2.0 million and the

investor agreed to purchase shares of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million.

shares of Series A Preferred Stock are convertible into a total of 500,000 shares of Common Stock at the election of the holder and

the Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of Common Stock at the election of the holder.

Series A Preferred Stock is and the Series A-1 Preferred Stock will be subject to a call right providing us the right to call the

stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than

$5.00 per share and in each case there is an effective resale registration statement on file covering the underlying common stock.

The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no

mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the

Series A-1 Preferred Stock in no event to more than 15% per year.

We also agreed that so long as each of the Series A Preferred

Stock and the Series A-1 Preferred Stock is outstanding, we will not, without the written consent of the holders of 50.1% of the

Series A Preferred Stock and the Series A-1 Preferred Stock, amend, alter, or repeal any provision of our certificate of

incorporation or bylaws in a manner adverse to such series of Preferred Stock.

The investor in the Series A Preferred Stock and the

Series A-1 Preferred Stock is an entity associated with Dr.

Manmohan Patel, who is a beneficial owner of more than 5% of the Common

Person Transaction Policy

February 14, 2024, the Board adopted a written related-person transactions policy that conforms with the requirements for issuers having

securities listed on Nasdaq.

Under the policy, the audit committee serves as the approval authority for related person transactions.

Any transaction that we intend to undertake with a related person will be submitted to either our Chief Financial Officer, who serves

as the compliance officer under the policy, the audit committee, or the full Board for review.

If the compliance officer, the audit committee,

or the Board becomes aware of a transaction with a related person that has not been previously approved or previously ratified under

the policy that required such approval, the transaction will be submitted promptly to the approval authority for review.

Common Stock is listed on Nasdaq.

Under the rules of Nasdaq, independent directors must comprise a majority of a listed company’s

board of directors.

In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s

audit, compensation and nominating and corporate governance committees be independent.

Under the rules of Nasdaq, a director will only

qualify as an “independent director” if in the opinion of that company’s board of directors, that person does not have

a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules

Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange

Act and the rules of Nasdaq.

order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit

committee of a listed company may not, other than in the member’s capacity as a member of the committee, the board of directors,

or any other board committee:

(a) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed

company or any of its subsidiaries;

or (b) be an affiliated person of the listed company or any of its subsidiaries.

be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must

affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically

relevant to determining whether the director has a relationship to the company which is material to that director’s ability to

be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such

such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

Board has undertaken a review of the independence of each director and considered whether each director has a material relationship

with us that could compromise the director’s ability to exercise independent judgment in carrying out the director’s

responsibilities.

Each of our directors, other than Dr.

Saadi and Mr.

Ajjarapu, has been determined to qualify as

“independent” under the listing requirements and the rules of Nasdaq and the applicable rules under the Exchange

PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services

that are normally provided by Marcum in connection with regulatory filings.

The aggregate fees of Marcum for professional services rendered

for the audit of our annual financial statements, review of the financial information included in our Forms 10-K for the respective periods, our Registration Statement on Form S-4,

and other required filings with the SEC for the years ended December 31, 2023, and December 31, 2022, totaled approximately $268,700

Audit-Related

Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of

the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services

that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

years ended December 31, 2023, and December 31, 2022, we did not pay Marcum any audit-related fees.

We have not paid Marcum for tax services, planning or advice for the years ended December 31, 2023, and December 31, 2022.

We did not pay Marcum for any other services for the years ended December 31, 2023, and December 31, 2022.

audit committee pre-approved all auditing services and permitted non-audit services to be performed for us by our auditors, including

the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved

by the audit committee prior to the completion of the audit).

Our audit committee has not adopted any blanket pre-approval policies and

Instead, the Audit Committee will pre-approve the provision of all audit or non-audit services.

information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within

120 days after December 31, 2024, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within

120 days after December 31, 2024, and is incorporated herein by reference.

Principal Accounting Fees and Services.

information required by this item will be contained in our definitive proxy statement to be filed with the SEC on Schedule 14A within

120 days after December 31, 2024, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules.

of documents filed as part of this Annual Report:

required financial statements are included in Item 8 of Part II of this Annual Report.

are omitted because they are not required.

the Index to Exhibits included in this Annual Report and incorporated herein by reference.

The following documents are filed as part of this report:

Financial Statements

financial statements of Tevogen Bio Holdings Inc.

are filed as part of this Form 10-K under Item 8.

Financial Statements and Supplementary

Financial Statement Schedules

other schedules have been omitted because they are not required, not inapplicable, or the required information is included in the financial

statements or notes thereto.

documents listed in the Exhibit Index are incorporated by reference or are filed with this report, in each case as indicated herein (numbered

in accordance with Item 601 of Regulation S-K).

Form 10-K Summary.

Agreement and Plan of Merger, dated June 28, 2023, by and among the Company, Semper Merger Sub, Inc., SSVK Associates, LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2023 (File No.

of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No.

and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on

February 14, 2024 (File No.

of Designation of Series A Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form

8-K filed with the SEC on March 21, 2024 (File No.

of Designation of Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form

8-K filed with the SEC on March 21, 2024 (File No.

Certificate of 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.

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.

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.

Certificate of Designation of Series A-1 Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No.

Agreement, dated November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent

(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No.

Certificate of Designation of Series C Preferred Stock of Tevogen Bio Holdings Inc.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on August 23, 2024 (File No.

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.

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (Registration Statement No.

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333-274519) filed with the SEC on November 22, 2023)

Letter Agreement, dated November 3, 2021, by and among the Company, its officers, its directors and Semper Paratus Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No.

to Letter Agreement, dated February 13, 2024, by and among the Company, its officers, its directors, SVKK Associates, LLC, and Semper Paratus Sponsor LLC

Lock-Up Agreement, dated February 14, 2024, between the Company, SSVK Associates, LLC, Ryan Saadi, and the other signatories thereto

Non-Competition

and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan

Bio Holdings Inc.

2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed

with the SEC on February 14, 2024 (File No.

of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC

on February 14, 2024 (File No.

of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on

February 14, 2024 (File No.

and Assumption Agreement, dated as of February 14, 2024, by and between the Company and SSVK Associates, LLC (incorporated by

reference to Exhibit 10.11 to the Current Report on Form 8-K/A filed with the SEC on February 20, 2024 (File No.

Amendment to Assignment and Assumption Agreement, dated as of March 15, 2024, by and between the Company and SSVK Associates, LLC

Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi

Securities Purchase Agreement, dated February 14, 2024, by and among the Company and The Patel Family, LLP

Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024, by and among Tevogen Bio Holdings Inc.

Subscription Agreement, dated May 3, 2023, by and among Semper Paratus Acquisition Corporation, Semper Paratus Sponsor LLC and Polar Multi-Strategy Master Fund (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 9, 2023 (File No.

Purchase Agreement, dated May 4, 2023, by and among SSVK Associates, LLC, Semper Paratus Acquisition Corporation and Semper Paratus Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on May 9, 2023 (File No.

Subscription Agreement, dated June 20, 2023, by and among Semper Paratus Acquisition Corporation, Semper Paratus Sponsor LLC and Polar Multi-Strategy Master Fund (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on August 21, 2023 (File No.

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 (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.

Non-Competition and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan Saadi (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.

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.

Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 (Registration No.

333-280075) filed with the SEC on June 10, 2024)

Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.

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.

Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024, by and between 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.

Loan Agreement, dated as of June 6, 2024, between 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 June 11, 2024 (File No.

Tevogen Bio Holdings Inc.

Insider Trading Policy

Subsidiary of the Registrant

Consent of KPMG LLP

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

4 unchanged sentences

Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Incentive Compensation Recovery Policy

Incentive Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No.

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within

10 unchanged sentences

management contract or compensatory plan.

PARATUS ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

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

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Notes to Financial Statements

BIO HOLDINGS INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (KPMG LLP, Philadelphia, PA, Auditor Firm ID:

Consolidated Balance Sheets, December 31, 2024 and 2023

Consolidated Statements of Operations, Years ended December 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Deficit, Years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows, Years ended December 31, 2024 and 2023

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Tevogen Bio Holdings Inc.

(f/k/a Semper Paratus Acquisition

Opinion on the Financial Statements

We have audited the accompanying balance sheets of

Semper Paratus Acquisition Corporation (the “Company”) as of December 31, 2023 and 2022, the related statements of operations,

stockholders’ deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each

of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States

Explanatory Paragraph – Going Concern

The accompanying financial statements

have been prepared assuming that the Company will continue as a going concern.

As described in Note 1 to the financial statements, the

Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

The Company entered

into a definitive merger agreement with a business combination target on June 28, 2023;

which was completed on February 14, 2024.

in Note 1, the Company needs to raise additional funds to sustain its operations.

These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial

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

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

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.

the Stockholders and Board of Directors

Bio Holdings Inc.:

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Tevogen Bio Holdings Inc.

and subsidiaries (the Company) as of December

31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the

years then ended, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the

results of its operations and its cash flows for the years then ended, in conformity with U.S.

generally accepted accounting principles.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on these consolidated 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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated 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.

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.

audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

have served as the Company’s auditor since 2022.

PARATUS ACQUISITION CORPORATION

Philadelphia,

April 2, 2025

BIO HOLDINGS INC.

BALANCE SHEETS

Current assets:

Due from related party

Prepaid expenses and other assets

Due from related party

Total current assets

Cash and marketable securities held in Trust Account

$ 357,138,356

LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

Property and equipment, net

Right-of-use assets - operating leases

Deferred transaction costs

Liabilities and stockholders’ deficit

Current liabilities:

Accounts payable and accrued expenses

Convertible note payable, net of discount

Due to affiliate

Accounts payable

Accrued expenses and other liabilities

Operating lease liabilities

Notes payable

Convertible promissory notes

Due to related party

Total current liabilities

Convertible promissory notes

Loan agreement

Operating lease liabilities

Derivative warrant liabilities

Deferred underwriting fee payable

Total liabilities

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

per share as of December 31, 2023 and 2022, respectively

SHAREHOLDERS’ DEFICIT

Preferred stock, $ 0.0001 par value;

Stockholders’ deficit

Series A Preferred Stock, $ 0.0001

shares authorized;

none issued or outstanding

Class A ordinary shares;

$ 0.0001 par value;

shares issued and outstanding as of December 31, 2024 (liquidation value of $ 2,076,712 at December 31, 2024)

Series C Preferred Stock, $ 0.0001

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

Class B ordinary shares;

shares issued and outstanding as of December 31, 2024 (liquidation value of $ 6,082,603 at December 31, 2024)

Preferred Stock, value

Common stock, $ 0.0001 par value;

800,000,000 shares authorized;

and 11,983,333 shares issued and outstanding as of December 31, 2023 and 2022, respectively

177,991,365 and 119,999,989 shares issued and outstanding at December 31, 2024 and December 31, 2023

Additional paid-in capital

Accumulated deficit

1 unchanged sentence

( 99,657,737 )

Total shareholders’ deficit

( 17,377,294 )

Total stockholders’ deficit

( 6,674,005 )

TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT

( 94,428,897 )

accompanying notes are an integral part of these financial statements.

PARATUS ACQUISITION CORPORATION

OF OPERATIONS

Total liabilities and stockholders’ deficit

accompanying notes to the consolidated financial statements.

BIO HOLDINGS INC.

STATEMENTS OF OPERATIONS

Year ended December 31,

Operating expenses:

Research and development

General and administrative

Total operating expenses

Loss from operations

( 53,564,488 )

Other income (expense):

Unrealized gain on investments held in Trust Account

( 8,843,025 )

Interest expense, net

( 1,206,352 )

Merger transaction costs

( 7,499,353 )

Change in fair value of warrants

Impairment of amount due from related party

Interest expense

Total other income, net

Net (loss) income

Weighted average shares outstanding of Class A Ordinary shares

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

Weighted average shares outstanding of Class A Ordinary shares

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

Weighted average shares outstanding of Class B Ordinary shares

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

accompanying notes are an integral part of these financial statements.

PARATUS ACQUISITION CORPORATION

OF CHANGES IN SHAREHOLDERS’ DEFICIT

THE YEAR ENDED DECEMBER 31, 2023

Paid-in Capital

Accumulated Deficit

Shareholder’s Deficit

Ordinary shares

(Non-redeemable)

Paid-in Capital

Accumulated Deficit

Shareholder’s Deficit

Balance, December 31, 2022

Change in fair value of convertible promissory notes

( 50,428,303 )

Loss on issuance of commitment shares

$ ( 13,727,380 )

Conversion of Class B shares

$ ( 60,477,680 )

Proceeds allocated to Class A shares issuable from the note payable

Accretion of carrying value to redemption value

Net loss attributable to common

stockholders, basic and diluted

$ ( 10,273,695 )

$ ( 60,477,680 )

Balance, December 31, 2023

Net loss per share attributable to common stockholders, basic and diluted

Weighted-average common stock outstanding, basic and diluted

accompanying notes to the consolidated financial statements.

BIO HOLDINGS INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Series A Preferred Stock

Series B Preferred Stock

Series C Preferred Stock

Additional Paid-in

Total Stockholders’ Deficit

Balance at January 1, 2023

$ ( 39,180,057 )

$ ( 33,951,217 )

THE YEAR ENDED DECEMBER 31, 2022

Ordinary shares

Paid-in Capital

Accumulated Deficit

Shareholder’s Deficit

Balance, December 31, 2021

( 60,477,680 )

Balance at December 31, 2023

$ ( 99,657,737 )

$ ( 94,428,897 )

Accretion of carrying value to redemption value

$ ( 99,657,737 )

$ ( 94,428,897 )

Balance, December 31, 2022

Issuance of Series A preferred stock

Issuance of Series C preferred stock

Issuance of Series B preferred stock

Conversion of convertible promissory notes into common stock in connection with merger

Merger, net of redemptions and transaction costs

( 2,885,459 )

( 2,883,981 )

Issuance of restricted common stock

Issuance of common stock for Sponsor advisory service fee

Issuance of commitment shares in connection with the loan agreement

Issuance of common stock in connection with Polar note

Contribution from related party

( 3,613,000 )

Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance

Issuance of common stock in settlement of vested restricted stock units

Stock-based compensation

( 13,727,380 )

accompanying notes are an integral part of these financial statements.

PARATUS ACQUISITION CORPORATION

OF CASH FLOWS

For the Year Ended

( 13,727,380 )

Balance at December 31, 2024

$ ( 113,385,117 )

$ ( 6,674,005 )

$ ( 113,385,117 )

$ ( 6,674,005 )

accompanying notes to the consolidated financial statements.

BIO HOLDINGS INC.

STATEMENTS OF CASH FLOWS

For the year ended December 31,

Cash flows from operating activities:

Net (loss) income

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

Unrealized gain on investments held in Trust Account

$ ( 13,727,380 )

$ ( 60,477,680 )

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

Depreciation expense

Stock-based compensation expense

Non-cash interest expense

Impairment of amount due from related party

Merger transaction costs

Change in fair value of convertible promissory notes

( 48,468,678 )

Loss on Series A Preferred Stock issuance

Loss on issuance of commitment shares

Change in fair value of warrants

Changes in operating assets and liabilities:

Amortization of right-of-use asset

Change in operating assets and liabilities:

Prepaid expenses and other assets

Due from related party

Due to affiliate

Accounts payable and accrued expenses

Accounts payable

Accrued expenses and other liabilities

Operating lease liabilities

Net cash used in operating activities

( 11,998,730 )

( 8,171,118 )

Cash flows from investing activities:

Extension amount deposited into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

Purchases of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from note payable

Redemption of ordinary shares

( 342,984,430 )

Net cash used in financing activities

Cash acquired in connection with the reverse recapitalization

Proceeds from issuance of Series A Preferred Stock

Proceeds from issuance of Series C Preferred Stock

Proceeds from loan agreement

Nonrefundable prepaid proceeds towards anticipated Series A-1 Preferred Stock Issuance

Payments of deferred transaction costs

Proceeds from issuance of convertible promissory notes

Net cash provided by financing activities

Net increase (decrease) in cash

( 4,431,868 )

Net Change in Cash

Cash – Beginning

Cash – Ending

Supplemental disclosure of noncash activities:

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

Sale of Class B shares to Investor

Sale of warrants

accompanying notes are an integral part of these financial statements.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

1 — Description of Organization, Business Operations and Liquidity

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

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization

or similar business combination with one or more businesses (the “Business Combination”).

Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

of December 31, 2023, the Company had not commenced any operations.

All activity through December 31, 2023, relates to the Company’s

formation and Initial Public Offering (“IPO”), which is described below, and the search for a prospective initial Business

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

the earliest.

The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived

from the IPO.

The registration statement for the Company’s IPO was declared effective on November 3, 2021.

On November 8, 2021,

the Company consummated the IPO of 30,000,000 units (“Units”) with respect to the ordinary shares included in the Units being

offered (the “Public Shares”) at $ 10.00 per Unit generating gross proceeds of $ 300,000,000 , which is discussed in Note 3.

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 .

costs for the IPO amounted to $ 21,266,594 ,

consisting of $ 6,000,000

of paid underwriting fees, $ 14,700,000

of deferred underwriting fees payable (which

are held in the Trust Account (defined below)) and $ 566,594

of other costs.

On June 28, 2023, the Company

and Cantor entered into a fee reduction agreement (the “Fee Reduction Agreement”), pursuant to which Cantor agreed to forfeit

$ 9,700,000 of the deferred underwriting fees payable, resulting in a remainder of $ 5,000,000 of deferred underwriting fees payable (the

“Reduced Deferred Fee”) by the Company to Cantor upon the closing of the Transaction (as defined below) with Tevogen Bio

Inc (“Tevogen Bio”), such fee payable to Cantor in the form of 500,000 shares of the common equity securities of the entity

surviving the Transaction.

The Fee Reduction Agreement only applies to the consummation of the Transaction with Tevogen Bio and no other

potential Business Combinations that may be contemplated or consummated by the Company.

In the event that the Company were not to complete

the Transaction with Tevogen Bio, the Original Deferred fee would become due and payable by the Company to Cantor as originally set forth

in the Underwriting Agreement, upon the consummation of a Business Combination.

the closing of the IPO, $ 351,900,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement

Units was placed in a trust account (“Trust Account”) and will be invested in U.S.

government securities, within the meaning

set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity

of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting

the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until

the earlier of:

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

Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale

of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating

a Business Combination.

As of December 31, 2023, there is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the

Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of

the agreement to enter into the initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek shareholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Shareholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights with respect to

the Company’s warrants.

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a shareholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s amended and restated memorandum and articles of association (the “Memorandum and

Articles of Association”).

In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions

not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value

of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20.

The ordinary shares

are subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, the Company has the option to either

(i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that

the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to recognize the changes immediately.

While redemptions cannot cause the Company’s net tangible

assets to fall below $ 5,000,001 , the Public Shares are redeemable and are classified as such on the balance sheet until such date that

a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

an agreement relating to the Company’s Business Combination.

If the Company seeks shareholder approval of the Business Combination,

the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,

or such other vote as required by law or stock exchange rule.

If a shareholder vote is not required by applicable law or stock exchange

listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant

to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender

offer documents with the SEC prior to completing a Business Combination.

If, however, shareholder approval of the transaction is required

by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other

reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant

to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed

to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business

Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective

of whether they vote for or against the proposed transaction.

January 30, 2023, shareholders (the “Initial Shareholders”) holding all of the issued and outstanding Class B ordinary shares

(the “Founder Shares”) of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the

Company on a one -for-one basis (the “Conversion”).

As a result, 11,983,333 of the Company’s Class B ordinary shares

were cancelled and 11,983,333 Class A ordinary shares were issued to such converting Class B shareholders.

The Initial Shareholders agreed

that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated November 3, 2021, by and

among the Company, its officers, its directors and the Initial Shareholders (the “Letter Agreement”), shall continue to apply

to the Class A ordinary shares that the Founder Shares converted into, including the voting agreement, transfer restrictions and waiver

of any right, title, interest or claim of any kind to the Trust Account (as defined in the Letter Agreement) or any monies or other assets

held therein.

Following the Conversion, on January 30, 2023, the Company had 47,933,333 Class A ordinary shares issued and outstanding

and no Class B ordinary shares issued and outstanding.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

February 3, 2023, the Company’s shareholders approved an amendment (the “First Extension Charter Amendment”) to the

Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial

Business Combination from February 8, 2023 to December 15, 2023.

Under Cayman Islands law, the First Extension Charter Amendment took

effect upon approval by the shareholders.

In connection with the meeting, shareholders holding approximately 32,116,947 Public Shares

exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $ 333

million (approximately $ 10.38 per Public Share) was removed from the Trust Account to pay such holders.

December 14, 2023, the Company’s shareholders approved an amendment (the “Second Extension Charter Amendment”) to the

Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial

Business Combination to September 15, 2024.

Under Cayman Islands law, the Second Extension Charter Amendment took effect upon approval

by the shareholders.

In connection with the meeting, shareholders holding approximately 880,873 Public Shares exercised their right to

redeem their shares for a pro rata portion of the funds in the Trust Account.

As a result, approximately $ 9.71 million (approximately

$ 11.03 per Public Share) was removed from the Trust Account to pay such holders.

Approximately $ 16.7 million remained in the Trust Account

as of December 31, 2023 and the Company had 1,502,180 public shares outstanding as of December 31, 2023.

May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with SSVK Associates, LLC (the “Sponsor”)

and the Original Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares

and (y) 1,000,000 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that

is exercisable for one Class A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Letter

Agreement, dated November 3, 2021, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement,

dated November 3, 2021, by and between the Company and Cantor, as representative of the several underwriters (the “Underwriting

Agreement”)), for an aggregate purchase price of $ 1.00 (the “Purchase Price”) payable at the time of the initial Business

Combination (see Note 5).

Notwithstanding

the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder

or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

than an aggregate of 15 % or more of the ordinary shares sold in the IPO, without the prior consent of the Company.

Initial Shareholders have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance

or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination,

unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such

the Company is unable to complete a Business Combination by September 15, 2024 (“Combination Period”), the Company will (i)

cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days

thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company’s

franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public

Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive

further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements

of other applicable law.

On December 18, 2023, the Company deposited $ 67,500 into the Trust Account in order to extend the date by which

the Company has to complete the initial business combination by three months from December 14, 2023, to March 15, 2024.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete

a Business Combination within the Combination Period.

However, if the Initial Shareholders should acquire Public Shares in or after the

IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails

to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to its deferred

underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within

the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be

available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of

the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 per share held in the Trust

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the

extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the

Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not

apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any

monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the IPO against certain

liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

Moreover, in the

event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent

of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company’s independent

registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements

waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Business Combination

On June 28, 2023, the Company entered into an Agreement

and Plan of Merger by and among the Company, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company

(“Merger Sub”), the Sponsor, in its capacity as purchaser representative, Tevogen Bio, and Ryan Saadi, in his capacity as

seller representative (as may be amended and/or restated from time to time, the “Merger Agreement”), pursuant to which, among

other things, the parties will affect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving

entity (the “Merger”), as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged

for shares of Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock”), of the Company (the “Share

Exchange”) subject to the conditions set forth in the Merger Agreement, with Tevogen Bio surviving the Share Exchange as a wholly

owned subsidiary of the Company (the Share Exchange and the other transactions contemplated by the Merger Agreement, together, the “Transaction”).

On September 14, 2023, the Company filed a registration

statement on Form S-4 with the SEC relating to the Transaction with Tevogen, and on February 14, 2024, the Company consummated the Transaction.

See Note 10 for more information.

and Uncertainties

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

As a result of this action,

various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus.

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

and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as

of the date of these financial statements.

and Going Concern

of December 31, 2023, the Company had $ 8,835 in its operating bank accounts, $ 16,681,497 in cash held in the

Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working

capital deficit of $ 2,648,294 .

As of December 31, 2023, approximately $ 2,734,000 of the amount on deposit in the Trust Account represented

interest income.

Company management believes that cash on hand following

consummation of the Transaction as well as $ 2,000,000

to the Company from a Series A Preferred Stock financing in February 2024 and $ 1,200,000 in connection with the Series A-1

Preferred Stock financing thereafter (see Note 10) is not sufficient to sustain planned operations for 12 months from the issuance

date of these financial statements.

As a result, the Company has concluded that substantial doubt exists about its ability to continue

as a going concern for one year from the date that these financial statements are issued.

The accompanying financial statements have

been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset

amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Management is currently evaluating different strategies to obtain the additional

funding for future operations for subsequent years.

These strategies may include but are not limited to private placements of equity and/or

debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities.

The Company may not be able to obtain

financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable

terms, or at all.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Cash – beginning of period

Cash – end of period

Supplementary disclosure of noncash investing and financing activities:

Reverse recapitalization transaction fees included in accrued expenses and other liabilities

Conversion of convertible promissory notes into common stock in connection with Merger

Repurchase of Series B preferred stock

Issuance of common stock for net liabilities upon reverse recapitalization, net of transaction costs

accompanying notes to the consolidated financial statements.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

NATURE OF BUSINESS

Bio Holdings Inc., a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy company harnessing

the power of CD8+ cytotoxic T lymphocytes to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases,

cancers, and other disorders.

The Company’s precision T cell technology, ExacTcell, is a set of processes and methodologies to

develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactively selected, precisely defined targets.

The Company has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of

ambulatory, high-risk adult COVID-19 patients, and has other product candidates in its pipeline.

February 14, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated June 28, 2023 (the “Merger

Agreement”) by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly

owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC (the “Sponsor”), Tevogen Bio Inc (n/k/a

Tevogen Bio Inc.) (“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 entity and a wholly owned subsidiary of Semper Paratus (the “Merger”

and together with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and Semper Paratus

was renamed Tevogen Bio Holdings Inc.

connection with the closing of the Business Combination (the “Closing”), the then-outstanding shares of common stock of Tevogen

Bio, were converted into shares of the common stock of the Company at an exchange ratio of approximately 4.85 shares of Company

common stock for each share of Tevogen Bio common stock (the “Exchange Ratio”).

See Note 4 for more information on the Business

discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements of the

Company prior to the Merger are those of Tevogen Bio.

All information related to the common stock of Tevogen Bio prior to the Closing

and presented in the consolidated financial statements and notes thereto has been retroactively adjusted to reflect the Exchange Ratio.

the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held 91.0 % of the outstanding shares

of common stock of the Company and the former shareholders, creditors, and other contractual counterparties of Semper Paratus held 9.0 %

of the Company.

DEVELOPMENT-STAGE RISKS AND LIQUIDITY

Company has generally incurred losses and negative cash flows from operations since inception.

The Company anticipates incurring

additional losses until such time, if ever, that it can generate significant sales from its product candidates currently in

Management believes that cash of $ 1,282,995

as of December 31, 2024, the amounts available under the Loan Agreement entered into in June 2024 (as defined in Note 8), and the

commitment for an $ 8,000,000 grant from KRHP LLC, a New Jersey limited liability company (“KRHP”), will allow the

Company to have adequate cash and financial resources to operate for at least the next 12 months from the date of issuance of these

consolidated financial statements.

Subsequent to December 31, 2024, the Company received a grant of $ 2,000,000

from KRHP and drew $ 1,000,000

in each of February 2025 and in March 2025 under the Loan Agreement.

The grant funding may not be used for repayment of existing

debt obligations and does not include any requirement to repay the investor or to issue equity in consideration of the funding.

has committed to provide an additional $ 8,000,000 of grant funding to the Company to be used towards the Company’s ongoing

operational expenses.

The grant funding will be used to satisfy the Company’s obligations as they come due through March 31,

The Company does not plan to initiate a clinical trial until additional funding is received.

regularly evaluates different strategies to obtain funding for operations for subsequent periods.

These strategies may include but are

not limited to private placements of securities, licensing and/or marketing arrangements, partnerships with other pharmaceutical or biotechnology

companies, and public offerings of securities.

The Company may not be able to obtain financing on acceptable terms and the Company may

not be able to enter into strategic alliances or other arrangements on favorable terms.

The terms of any financing may adversely affect

the holdings or the rights of the Company’s stockholders.

If the Company is unable to obtain sufficient funding, the Company could

be required to delay, reduce or eliminate research and development programs, product portfolio expansion, or future commercialization

efforts, which could adversely affect its business prospects.

since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies, performing

research, conducting pre-clinical studies and a clinical trial, and pursuing and completing the Business Combination.

The Company is

subject to risks associated with any specialty biotechnology company that requires considerable expenditures for research and development.

The Company’s research and development projects may not be successful, products developed may not obtain necessary regulatory approval,

and any approved product may not be commercially viable.

In addition, the Company operates in an environment of rapid technological change

and is largely dependent on the services of its employees and consultants.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America

(“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Growth Company

Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS

Act”), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards

until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a

class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for

public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company

nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

preparation of financial statements in conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

Making estimates requires management to exercise significant judgment.

Such estimates may be subject to change as more current

information becomes available and accordingly the actual results could differ significantly from those estimates.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial

statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming

consolidated financial statements have been prepared in accordance with U.S.

Generally Accepted Accounting Principles (“GAAP”).

Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”)

and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

preparing the consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that

affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of

Actual results could differ from those estimates.

and Cash Equivalents

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

The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

Held in Trust Account

December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account.

31, 2022, substantially all of the assets held in the Trust Account were held in U.S.

Treasury securities.

The Company’s investments

held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at

the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in Trust Account are included

in interest earned on marketable securities held in Trust Account in the accompanying statements of operations.

The estimated fair values

of investments held in Trust Account are determined using available market information.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Costs associated with the Initial Public Offering

costs, including additional underwriting fees associated with the underwriters’ exercise of the over-allotment option, consist

principally of legal, accounting, underwriting fees and other costs directly related to the IPO.

Offering costs, including those attributable

to the underwriters’ exercise of the over-allotment option in full, amounted to $ 21,266,594 consisting of $ 6,000,000 of paid underwriting

fees, $ 14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 566,594 of other costs

and was charged to shareholders’ equity upon the completion of the IPO.

On June 28, 2023, the Company and Cantor entered into the Fee Reduction

Agreement, pursuant to which Cantor agreed to the Reduced Deferred Fee in the form of 500,000 shares of the common equity securities of

the entity surviving the Transaction.

See Note 1 for more information on the Fee Reduction Agreement.

Concentration

Estimates and assumptions are periodically reviewed, and the effects of revisions

are reflected in the consolidated financial statements in the period they are determined to be necessary.

areas that require management’s estimates include the fair value of the common stock and convertible promissory notes prior to

the Merger, the fair value of the Series A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock, fair value of the

purchase options under the Loan Agreement, stock-based compensation assumptions, and accrued research and development expenses.

and Embedded Common Stock Purchase Options

Equity-linked

purchase options issued in connection with the Company’s debt agreements are assessed to determine whether they are freestanding

or embedded with the host instrument under ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC

Each type of purchase option is then assessed for equity or liability classification under ASC 815.

The Company’s

embedded and freestanding purchase options were determined to be liability-classified derivative instruments and are measured at fair

value both on the date of issuance and at each subsequent balance sheet date, with changes in fair value recorded to ‘Change in

fair value of written call option derivative liabilities’ within the consolidated statements of operations and consolidated statements

of cash flows.

Concentrations

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

At December 31, 2023, the Company has

not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under the (“FASB”) ASC 820,

“Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet,

primarily due to their short-term nature.

Party Transactions

Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination

on if impairment should be recognized.

In the same manner, the Company evaluated the $ 250,000 loan to Srirama Associates, LLC and determined

that the amount was uncollectable and therefore recognized an impairment loss, see Note 5.

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred

tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial

statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period

that included the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected

to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than

not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2023 and 2022.

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

instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash.

maintains deposits in federally insured financial institutions in excess of federally insured limits.

The Company has not experienced

any losses in such accounts and believes it is not exposed to significant risk on its cash.

segments are defined as components of an entity for which discrete financial information is both available and regularly reviewed by

its chief operating decision maker or decision-making group.

The Company views its operations and manages its business in one segment.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

the result of the Merger, the Company accounts for its warrants originally sold as part of Semper Paratus’s initial public offering

(the “IPO”) in accordance with ASC 815, Derivatives and Hedging Contracts in Entity’s Own Equity (“ASC

815”) and ASC 480, Distinguishing Liabilities from Equity (“ASC 480”).

The assessment considers whether

the warrants are freestanding financial instruments and meet the definition of a liability pursuant to ASC 480 and meet all of the conditions

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own shares of common stock,

among other conditions.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance

and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the

time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required

to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter until settlement.

in the estimated fair value of the warrants are recognized as a non-cash loss on the consolidated statements of operations.

standards, the Company’s private placement warrants sold at the time of the IPO do not meet the criteria for equity classification

and must be recorded as liabilities while the public warrants sold in connection with the IPO do meet the criteria for equity classification

and must be recorded as equity.

Value Measurements

assets and liabilities are carried at fair value under GAAP.

Fair value is defined as the price that would be received for an asset or

paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction

between market participants on the measurement date.

The Company utilizes valuation techniques that maximize the use of observable inputs

and minimize the use of unobservable inputs to the extent possible.

When considering market participant assumptions in fair value measurements,

the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following

quoted prices in active markets for identical assets or liabilities;

inputs other than Level 1 prices, such as quoted prices for similar, but not identical, assets or liabilities in active markets;

quoted prices for identical or similar assets or liabilities in markets that are not active;

or other inputs that are observable

or can be corroborated by observable market data;

inputs in which there is little or no market data available and which require the Company to develop its own assumptions that market

participants would use in pricing an asset or liability.

instruments recognized at historical amounts in the balance sheets consist of accounts payable and notes payable.

The Company believes

that the carrying value of accounts payable and notes payable approximates their fair values due to the short-term nature of these instruments.

Company’s recurring fair value measurements consist of the convertible promissory notes prior to the Merger, for which the Company

elected the fair value option to reduce accounting complexity, and private warrants after the Merger.

Such fair value measurements are

Level 3 inputs.

The following table provides a roll-forward of the aggregate fair values of the Company’s convertible promissory

SCHEDULE OF FAIR VALUE MEASUREMENT

Balance at January 1, 2023

Initial fair value at issuance

Accrued interest expense

Change in fair value

Balance at December 31, 2023

Accrued interest expense

Change in fair value

( 48,468,678 )

Derecognition upon conversion of convertible promissory notes

( 46,622,627 )

Balance at December 31, 2024

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

were no transfers between levels during the years ended December 31, 2024 and 2023.

Company used the probability weighted expected return method valuation methodology to determine the fair value of the convertible promissory

notes prior to the Merger.

Significant assumptions and ranges used in determining the fair value of convertible promissory notes prior

to the Merger include volatility ( 80 %), discount rate ( 35 % - 36 %), and probability of a future liquidity event ( 85 % - 95 %).

used its stock price on the Closing Date to determine the fair value for the derecognition of the convertible promissory notes

upon conversion on the Closing Date.

the Closing, the Company acquired private warrants, the fair value of which increased by $ 58,180 between

the Closing Date and December 31, 2024 primarily due to changes in the market value of the Company’s common shares.

In June 2024,

the Company issued written call options in connection with the Loan Agreement, the fair value of which decreased by $ 375,000 between

the issuance and December 31, 2024.

Such fair value measurements are Level 3 inputs.

The following table provides a roll-forward of the

aggregate fair values of the warrants and the written call option derivative liabilities.

SCHEDULE OF FAIR VALUES OF WARRANTS

warrant liabilities

Written call option

derivative liabilities

Balance at February 15, 2024

Initial fair value at issuance

Change in fair value

Balance at December 31, 2024

following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December

31, 2024, 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

Quoted Prices in

Active Markets

Significant Other

Observable Inputs

Significant Other

Inputs (Level 3)

Derivative warrant liabilities

Company’s nonrecurring fair value measurements consist of Series A Preferred Stock.

Such fair value measurements are Level 3 inputs.

The Company determined the fair value of Series A Preferred Stock using a Monte Carlo Simulation (“MCS”).

Key inputs utilized

in the MCS to estimate fair value of Series A Preferred Stock included a range of volatility between 75 % to 85 %, a holding

period to a deemed liquidation event, as defined in the Series A Preferred Stock agreement, ranging from 0.5 to 10.0 years,

and a risk-free interest rate between 4.3 % and 5.3 %.

The difference between the cash received of $ 2,000,000 upon issuance

of the Series A Preferred Stock and its estimated fair value was recognized as general and administrative expense on the consolidated

statements of operations during the three months ended March 31, 2024.

Company used a MCS valuation methodology to determine the fair value of the freestanding $ 14,000,000 purchase option and remaining

embedded $ 30,000,000 purchase option associated with the Loan Agreement as of December 31, 2024.

The MCS methodology simulates the

Company’s future stock price to estimate if and when the Trailing VWAP (as defined below) will reach $ 10.00 per share, and

discounts the resulting payoff back to each valuation date using a present value factor.

Significant assumptions used in determining

the fair value of these options include volatility of 78.3 % and discount rate of 4.3 %.

At December 31, 2024, the MCS produced

a fair value of $ 0 relating to these freestanding and embedded options.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

Company considers all highly liquid financial instruments with a maturity date of 90 days or less when purchased to be cash equivalents.

There were no cash equivalents as of December 31, 2024 and 2023 as all amounts consisted of bank deposits.

and Equipment, Net

and equipment is recorded at cost.

Depreciation and amortization is provided using straight-line methods over their respective estimated

useful lives.

Repairs and maintenance, which do not extend the useful lives of the related assets, are expensed as incurred.

OF PROPERTY AND EQUIPMENT USEFUL LIFE

Estimated Useful Lives

Computer software

Leasehold improvements

Office equipment

Furniture and fixtures

Company reviews the carrying value of property and equipment whenever events and circumstances indicate that the carrying value of an

asset may not be recoverable from the estimated future cash flows expected to result from its eventual use and disposition.

this assessment, management has determined that there was no impairment during the years ended December 31, 2024 and 2023.

Company determines whether an arrangement is or contains a lease, its classification, and its term at the lease commencement date.

with a term greater than one year will be recognized on the balance sheet as right-of-use (“ROU”) assets, current lease liabilities,

and if applicable, long-term lease liabilities.

The Company includes renewal options to extend the lease term where it is reasonably

certain that it will exercise these options.

Lease liabilities and the corresponding ROU assets are recorded based on the present values

of lease payments over the lease term.

The interest rate implicit in lease contracts is typically not readily determinable.

the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized

basis, over similar terms, amounts equal to the lease payments in a similar economic environment.

If significant events, changes in circumstances,

or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure

the lease liability using revised inputs as of the reassessment date, and adjust the ROU assets.

Lease expense is recognized on a straight-line

basis over the expected lease term for operating classified leases.

with an initial term of 12 months or less and without a purchase option that the Company is reasonably certain of exercising are not

included within the lease ROU assets and lease liabilities on the balance sheet.

and Development Expenses

and development activities are expensed as incurred.

Costs for clinical trials and manufacturing activities are recognized based on an

evaluation of our vendors’ progress towards completion of specific tasks, using data such as participant enrollment, clinical site

activations, or information provided to us by vendors regarding their actual costs incurred.

Payments for these activities are based

on the terms of individual contracts and payment timing may differ significantly from the period in which the services were performed.

The Company determines accrual estimates through reports from and discussions with applicable personnel and outside service providers

as to the progress or state of completion of studies, or the services completed.

The Company estimates accrued expenses as of each balance

sheet date based on the facts and circumstances known at the time.

Costs that are paid in advance of performance are deferred as a prepaid

expense and amortized over the service period as the services are provided.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

cost is measured at the grant date fair value of the award and is recognized over the vesting period of the award.

The Company uses the

straight-line method to record compensation expense of awards with service-based vesting conditions.

The Company accounts for forfeitures

of awards as they occur rather than applying an estimated forfeiture rate to stock-based compensation expense.

The Company recognizes

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

No amounts were accrued for the payment of

interest and penalties for the year ended December 31, 2023 and December 31, 2022.

The Company is currently not aware of any issues under

review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed

on income by the Government of the Cayman Islands.

In accordance with Cayman income tax regulations, income taxes are not levied on the

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

A Ordinary Shares Subject to Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument

and are measured at fair value.

Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption

rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) is classified as temporary equity.

At all other times, Class A ordinary shares are classified as shareholders’

The Company’s Public Shares feature certain redemption rights that are considered to be outside of the Company’s

control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2023 and 2022, 1,502,180 and 34,500,000 , respectively,

Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit

section of the Company’s balance sheet.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary

share to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable

ordinary share are affected by charges against additional paid in capital and accumulated deficit.

December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in

the following table:

of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet

Class A ordinary share subject to possible redemption, January 1, 2022

compensation expense for awards with performance conditions when it is probable that the condition will be met, and the award will vest.

Prior to the Merger, the Company estimated the fair value of the Company’s common stock on the date of grant in accordance with

the guidance outlined in the American Institute of Certified Public Accountants’ Accounting and Valuation Guide, Valuation of

Privately-Held-Company Equity Securities Issued as Compensation .

Company accounts for income taxes using the asset and liability method in accordance with ASC Topic 740, Income Taxes (“ASC

740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events

that have been recognized in the consolidated financial statements or in the Company’s tax returns.

Deferred tax assets and liabilities

are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted

tax rates in effect for the year in which the differences are expected to reverse.

Changes in deferred tax assets and liabilities are

recorded in the provision for income taxes.

The Company assesses the likelihood that its deferred tax assets will be recovered from future

taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all

or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense.

Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent

and feasible tax planning strategies.

At December 31, 2024 and 2023, the Company has concluded that a full valuation allowance is necessary

for its net deferred tax assets.

Loss Per Share

Company computes basic net loss per share by dividing net loss by the weighted-average common stock outstanding during the period.

the Company’s net loss, basic and diluted net loss per share for the years ended December 31, 2024 and 2023 are the same.

Issued Accounting Standards

August 2020, the FASB issued ASU No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging - Contracts in Entity’s Own Equity (Subtopic 815 -40):

Accounting for Convertible Instruments and Contracts in an Entity’s

Own Equity (“ASU 2020-06”), which simplifies the accounting for convertible instruments by reducing the number of accounting

models available for convertible debt instruments.

ASU 2020-06 also eliminates the treasury stock method to calculate diluted earnings

per share for convertible instruments and requires the use of the if-converted method.

Effective January 1, 2024, the Company adopted

ASU 2020-06 and that adoption did not have an impact on its consolidated financial statements and related disclosures.

November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU

ASU 2023-07 enhances reportable segment disclosures by requiring disclosures such as significant segment expenses.

main provisions of this update require companies to disclose, on an annual and interim basis, significant segment expenses, segment profit

and loss, and other segments items that are regularly provided to the chief operating decision maker (“CODM”).

also requires companies to disclose the title and position of the CODM and to explain how the CODM uses the reported segment measures

in assessing segment performance and deciding how to allocate resources.

The update also requires companies with a single reportable

segment to provide all required segment reporting disclosures.

This new standard is effective for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted this standard on January 1,

2024 for annual reporting and interim periods beginning in 2025.

See Note 16 for additional disclosures.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,

(Subtopic 220-40) (“ASU 2024-03”).

ASU 2024-03 improves disclosures regarding the types of expenses included in commonly

presented expense captions, including disaggregating the amounts of employee compensation, depreciation and amortization included within

each income statement expense caption.

This standard is effective for fiscal years beginning after December 15, 2026, and interim periods

within fiscal years beginning after December 15, 2027.

The Company is currently evaluating the impact of the standard on its consolidated

financial statements and disclosures.

BUSINESS COMBINATION

the Closing Date, the Company completed the Business Combination described in Note 1.

The Merger was accounted for as a reverse recapitalization

under GAAP because Tevogen Bio was determined to be the accounting acquirer based upon the terms of the Merger and other factors, including

that following the Merger, former Tevogen Bio (i) equity holders and holders of convertible promissory notes owned approximately 91.0 %

of the Company, (ii) directors constituted the majority (six of seven) of the directors of the Company, and (iii) management held all

key positions of management of the Company.

Accordingly, the Merger was treated as the equivalent of Tevogen Bio issuing stock to acquire

the net assets of Semper Paratus.

As a result of the Merger, the net liabilities of Semper Paratus were recorded at their acquisition-date

fair value in the consolidated financial statements and the reported operating results prior to the Merger are those of Tevogen Bio.

Immediately after the Merger, there were 164,614,418 shares of the Company’s common stock outstanding.

following table shows the net liabilities acquired in the Merger:

OF NET LIABILITIES ACQUIRED IN MERGER

February 14, 2024

Due from Sponsor

Prepaid expenses and other assets

Accounts payable

Accrued expenses

( 1,269,126 )

Accretion of carrying value to redemption value

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

Accretion of carrying value to redemption value

Redemption of ordinary shares

Notes payable

( 1,651,000 )

Class A ordinary share subject to possible redemption, December 31, 2023

Income (Loss) per Ordinary Share

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

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

Public Warrants (see Note 3) and Private Placement Warrants

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

At December 31, 2023 and 2022,

no Public Warrants or Private Placement Warrants have been exercised.

The 17,975,000 Class A ordinary shares underlying the Public Warrants

and Private Placement Warrants were excluded from diluted earnings per share for the year ended December 31, 2023 because they are contingently

exercisable, and the contingencies have not yet been met.

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

net income (loss) per ordinary share for the period.

The table below presents a reconciliation of the numerator and denominator used

to compute basic and diluted net income (loss) per share for each class of share.

of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share

For the year ended

December 31, 2023

Derivative warrant liabilities

Total net liabilities acquired

( 2,654,653 )

Merger transaction costs limited to cash acquired

Total net liabilities acquired plus transaction costs

$ ( 2,883,981 )

transaction costs of $ 7,728,681 were incurred in relation to the Business Combination through the Closing Date, of which $ 229,328 were

charged directly to equity to the extent of the cash received from the Business Combination, with the balance of $ 7,499,353 charged

to Merger transaction costs for the year ended December 31, 2024.

holders of Tevogen Bio common stock and the Sponsor are eligible to receive up to an aggregate of 24,500,000 shares of common

stock (“Earnout Shares”) if the volume-weighted average price (the “VWAP”) of the Company’s common stock

reaches specified threshold levels during the three-year period commencing on the Closing Date.

Refer to Note 5, Earnout Shares, for

further details of the earnout arrangement.

connection with the Merger, the Company issued Series B Preferred Stock to the Sponsor in return for the Sponsor assuming $ 3,613,000 of

liabilities and obligations (“Assumed Liabilities”) of Semper Paratus and Tevogen Bio.

The issuance date fair value of the

Series B Preferred Stock was recorded to Merger transaction costs within the consolidated statements of operations.

All of the issued

Series B Preferred Stock was repurchased by the Company during the three months ended June 30, 2024 in exchange for the Sponsor being

released from their obligation to repay the Assumed Liabilities.

See Note 12 for additional information.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

EARNOUT SHARES

the Closing, former holders of Tevogen Bio common stock may receive up to 20,000,000 Earnout Shares in tranches of 6,666,667 , 6,666,667 ,

and 6,666,666 shares of common stock per tranche, respectively.

The first, second, and third tranches are issuable if the VWAP

per share of the Company’s common stock is greater or equal to $ 15.00 , $ 17.50 , and $ 20.00 , respectively, over any twenty trading

days within any thirty consecutive day trading period during the three-year period after the Closing.

Sponsor received the right to Earnout Shares with the same terms above, except that each of the Sponsor’s three earnout tranches

are for 1,500,000 shares of common stock, for an aggregate of 4,500,000 shares of common stock across the entire

Sponsor earnout.

The Earnout Shares are a form of dividend for holders of Tevogen Bio common stock, and the Earnout Shares earnable by

the Sponsor are treated as contingent consideration in a reverse recapitalization.

In accordance with ASC 815, the Earnout Shares were

considered to be indexed to the Company’s common stock and are classified within permanent equity.

PROPERTY AND EQUIPMENT, NET

and equipment consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

Computer software

Leasehold improvements

Office equipment

Furniture and fixtures

Property and equipment, gross

accumulated depreciation

Total property and equipment,

expense for the years ended December 31, 2024 and 2023 was $ 162,209 and $ 163,300 , respectively.

ACCRUED EXPENSES AND OTHER LIABILITIES

expenses and other liabilities consisted of the following:

OF ACCRUED EXPENSES AND OTHER LIABILITIES

February 14, 2024, in connection with the consummation of the Business Combination, previously issued promissory notes and accrued interest

were automatically converted into an aggregate of 10,337,419 shares of common stock.

These debt obligations were retired upon conversion.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

June 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with The Patel Family, LLP (the “Patel Family”),

a related party of the Company, providing for an unsecured line of credit facility (the “Facility”) for term loans of up

to an initial total of $ 36,000,000 .

Under the Facility, the Company may draw up to $ 1,000,000 in term loans per calendar month over

a draw period of 36 months.

Each term loan draw will have a maturity date of 48 months and will accrue interest at the lower

of (i) daily SOFR plus 2.00 % and (ii) 7.00 %.

Interest accrues quarterly and is payable on the three-month anniversary of the

Interest is payable in shares of common stock at an effective price of $ 1.50 per share.

Interest payable through December

31, 2024 relating to the first two draws on the Facility were settled in February 2025 through issuance of 18,847 shares of common stock.

Principal may be prepaid at any time without penalty, and repayments or prepayments may be made in cash or common stock at the Company’s

Payments of principal in common stock would be made at an effective price of the greater of $ 1.50 per share and the ten-day

trailing volume weighted average price per share of the common stock (the “Trailing VWAP”) as of the trading day prior to

As an inducement to enter into the Loan Agreement, the Company issued 1,000,000 shares of common stock to the Patel Family

during June 2024.

As of December 31, 2024, the Company has drawn $ 1,000,000 from the Facility, with maturity dates in July and August 2028, with a remaining $ 30,000,000 available

for future financing over the remaining 30 months.

The Company drew an additional $ 1,000,000 in each of February and March 2025, with maturity dates in February and

March 2029, respectively (see Note 17).

Loan Agreement includes a purchase option whereby the Patel Family has the option to purchase up to $ 14,000,000 of shares of common stock

at a purchase price equal to 70 % of the Trailing VWAP per share (the “$ 14 million Purchase Option”).

The $ 14 million

Purchase Option only becomes exercisable once Trailing VWAP reaches $ 10.00 per share.

The $ 14 million Purchase Option was determined

to be a freestanding derivative liability under ASC 815 and is carried at fair value, with changes in fair value recorded to change in

fair value of written call option derivatives liabilities within the consolidated statements of operations and consolidated statements

of cash flows.

Loan Agreement also includes a purchase option (the “Additional Amount Purchase Option”) that is identical to the $ 14 million

Purchase Option, except that the option is exercisable for an amount up to the then-remaining undrawn term loan amount under the Loan

Agreement at the time Trailing VWAP reaches $ 10.00 per share.

The Additional Amount Purchase Option was determined to be an embedded

derivative within the written loan commitment that requires bifurcation under ASC 815, and thus is carried at fair value with changes

in fair value recorded to change in fair value of written call option derivatives liabilities within the consolidated statements of operations

and consolidated statements of cash flows.

$ 14 million Purchase Option and the Additional Amount Purchase Option are recorded to written call option derivative liabilities

within the consolidated balance sheet and have a fair value of $ 0 as of December 31, 2024.

Loan Agreement is a written loan commitment that is not eligible for the fair value option under ASC 825, Financial Instruments .

However, management intends to elect the fair value option for future draws under this commitment, and therefore has expensed all issuance

costs associated with the Loan Agreement, which are comprised of the fair value of the 1,000,000 shares of common stock issued

to the Patel Family as well as the issuance date fair value of the $ 14 million Purchase Option and Additional Amount Purchase Option.

a result of the Merger, the Company assumed notes payable held by Polar Multi-Strategy Master Fund (“Polar”) for which the

proceeds were to be used for working capital purposes by Semper Paratus with an outstanding balance of $ 1,651,000 on the Closing

Date and remain outstanding at December 31, 2024.

The notes payable do not accrue interest.

The outstanding balance of the notes was

required to be repaid in full within five business days of the Merger, and the Company is therefore in default of its obligations at

December 31, 2024.

Class A (Redeemable) Ordinary Shares

Class A (Non – Redeemable) Ordinary Shares

Class B Ordinary Shares

Class A (Redeemable)

Ordinary Shares

Class A (Non – Redeemable) Ordinary Shares

Class B Ordinary Shares

Basic and diluted net (loss) income per share:

Allocation of net (loss) income

Weighted average shares outstanding

Basic and diluted net (loss) income per share

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’

specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment

considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant

to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments

are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement”

in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments

are outstanding.

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

qualify for liability accounting treatment.

Accounting Pronouncements

Company’s management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently

adopted, would have a material effect on the Company’s financial statement.

3 — Initial Public Offering and Over-Allotment

to the IPO, the Company sold 34,500,000 units at a price of $ 10.00 per Unit.

Each Unit consists of one ordinary share (such ordinary

shares included in the Units being offered, the “Public Shares”), and one -half of one redeemable warrant (each, a “Public

Each whole Public Warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share, subject

to adjustment (see Note 7).

4 — Private Placement Warrants

November 8, 2021, simultaneously with the consummation of the IPO and the underwriters’ exercise of their over-allotment option,

the Company consummated the issuance and sale (“Private Placement”) of 1,450,000 units (the “Private Placement Units”)

in a private placement transaction at a price of $ 10.00 per Placement Unit, generating gross proceeds of $ 14,500,000 .

The Private Placement

Units were purchased by Cantor ( 150,000 Units) and the Sponsor ( 1,300,000 Units).

Each Private Placement Unit consisted of one Placement

Share and one-half of a redeemable warrant (“Placement Warrant”).

Each whole Placement Warrant will be exercisable to purchase

one Class A ordinary share at a price of $ 11.50 per share.

A portion of the proceeds from the Private Placement Units was added to the

proceeds from the IPO to be held in the Trust Account.

If the Company does not complete a Business Combination within the Combination

Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to

the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

June 7, 2023, the Original Sponsor transferred 1,000,000 Private Placement Units to the Sponsor in connection with the Purchase Agreement

(see Note 6).

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

5 — Related Party Transactions

Sponsor paid $ 25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Founder Shares which were issued on

April 22, 2021.

In August 2021, the Company effectuated a dividend of approximately 0.3628 shares for each outstanding Class B ordinary

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

On October 1, 2021, the Company effectuated a dividend

of approximately 0.0195 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,983,333 Class B Founder shares

outstanding (up to 1,530,000 of which are subject to forfeiture if the underwriters’ over-allotment option is not exercised in

The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business

Combination and are subject to certain transfer restrictions.

The initial shareholders had agreed to forfeit up to 1,530,000 Founder

Shares to the extent that the over-allotment option is not exercised in full by the underwriters.

Since the underwriters’ exercised

the over-allotment option in full, no Founder Shares are subject to forfeiture.

initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the

earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination,

(x) if the closing price of our Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share

capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing

at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange

or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,

securities or other property.

On January 30, 2023, the initial shareholders holding

all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one -for-one basis (the

“Conversion”).

As a result, 11,983,333 of the Company’s Class B ordinary shares were cancelled and 11,983,333 Class

A ordinary shares were issued to such converting Initial Shareholders.

The Initial Shareholders agreed that all of the terms and conditions

applicable to the Founder Shares set forth in the Letter Agreement shall continue to apply to the Class A ordinary shares that the Founder

Shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any

kind to the Trust Account or any monies or other assets held therein.

On May 4, 2023, the Company entered into the Purchase

Agreement, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000

Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for

one Class A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Underwriting Agreement), for

an aggregate purchase price of $ 1.00 payable at the time of the initial Business Combination.

On June 7, 2023, the Original Sponsor transferred

7,988,889 Class A ordinary shares to the Sponsor, pursuant to the Purchase Agreement (see Note 6).

The Company estimated the aggregate

fair values of the 7,988,889 Class A non-redeemable ordinary shares, the 1,000,000 Private Placement shares, and the 500,000 public warrants

transferred to be $ 3,515,111 , $ 440,000 , and $ 20,000 , respectively or $ 0.44 per share and $ 0.04 per warrant.

The fair value of the Class A non-redeemable shares

was based on the following inputs:

of Fair Value Non Redeemable Shares

Discount for lack of marketability

Stock price as of measurement date

Probability of transaction

April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to

a promissory note (the “Note”).

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

completion of the IPO.

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

As of December 31, 2022, the Company had no borrowings

under the Note.

October 2, 2023, the Company advanced the Sponsor $ 17,000

for working capital purposes.

The advances are non-interest bearing and are due on demand.

This related party transaction is included on the accompanying balance sheet as a due from related party.

As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 is due from the Sponsor.

party transaction is included on the accompanying balance sheet as a due from related party.

As of December 31, 2023, the Company determined that $ 250,000 of the $ 577,500 was deemed to be uncollectible, therefore

the Company recorded impairment totaling $ 250,000 on the amount due from related party in the other income section of the statement of

Agreement Loans

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

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

on or prior to May 3, 2023.

The Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover

working capital expenses (the “First SPAC Loan”).

In consideration for the Initial Capital Contribution, the Company will

issue 151,000 Class A ordinary shares, par value $ 0.0001 per share, of the Company to the Investor at the closing of the initial business

combination (the “De-SPAC Closing”).

The First SPAC Loan shall not accrue interest and shall be repaid by the Company upon

the De-SPAC Closing.

The Investor may elect at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares

of the Company at a rate of one Class A ordinary share for each $ 10.00 of Initial Capital Contribution.

If the Company liquidates without

consummating the initial business combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the

Company’s Trust Account, will be paid to the Investor within five days of the liquidation.

June 20, 2023, the Sponsor and the Company entered into a second subscription agreement (the “Second Subscription

Agreement”) with the Investor where the Investor agreed to lend to the Sponsor, which would in turn be lent to the Company, an

aggregate of $ 1,500,000

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

of the Additional Capital Commitment was made by the Investor to the Sponsor in cash on or prior to June 21, 2023, and the remaining

would be made by the Investor to the Sponsor in cash on the later of the Sponsor’s request and the first filing of the S-4 for

the Company’s business combination.

In consideration for the Second SPAC Loan, the Company will issue one Class A ordinary

share for each dollar of the Additional Capital Commitment funded by the Investor at the De-SPAC Closing.

The Second SPAC Loan shall

not accrue interest and shall be repaid by the Company upon the De-SPAC Closing.

The Investor may elect at the De-SPAC Closing to

receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary share for each $ 10.00

of Additional Capital Contribution.

If the Company liquidates without consummating the initial business combination, any amounts

remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid to the

Investor within five days of the liquidation.

Collectively, the First SPAC Loan and the Second SPAC Loan are referred to as the SPAC

As of December 31, 2023, the Company had $ 1,651,000

borrowings under the SPAC Loans.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

The Company accounted for the Class A common stock

they could be converted (“equity instrument”) to as equity-classified instruments based on an assessment of the specific

terms and applicable authoritative guidance in ASC 480 and ASC 815.

The assessment considers whether the equity instrument is freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the equity instrument

meets all the requirements for equity classification under ASC 815, including whether the equity instrument is indexed to the Company’s

own common stock, among other conditions for the equity classification.

This assessment, which requires the use of professional judgment,

was conducted at the time of equity instrument issuance.

The SPAC Loans and the equity instrument meet the scope exception of ASC 815-10-15-74(a).

The Company applied the guidance in ASC 470-20-25-2 “ Debt With Conversion and Other Options ”, requiring that the loan

proceeds be allocated to the SPAC Loans based on their relative fair values.

At May 3, 2023 the Company allocated $ 104,861

of the proceeds to the First SPAC Loan and $ 46,139

for the equity instrument.

The Company estimated the aggregate fair value of the 151,000

shares to be issued to be $ 66,440

At June 20, 2023 the Company allocated $ 520,833

of the proceeds to the Second SPAC Loan and $ 229,167

for the equity instruments.

The Company estimated the aggregate fair value of the 750,000

shares to be issued to be $ 330,000

At December 31, 2023 the carrying values of the SPAC Loans and the discounts were $ 1,631,725

and $ 275,306 , respectively.

The Company recorded amortization of the discounts on the SPAC Loans of

$ 256,031 , which is disclosed in the statement of cash flows as non-cash interest expense.

December 31, 2023, the unamortized discount on the SPAC Loans was $ 19,274 .

of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 is due from the Sponsor.

This amount is included on the accompanying

balance sheet as a due from related party.

Capital Loans

addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor,

or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working

Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the

proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside

the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the

Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements

exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without

interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into private placement-equivalent

units at a price of $ 10.00 per unit.

As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans.

Administrative

Support Services

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.

The notes’ default provisions do not require the Company to transfer any shares or pay any amounts to Polar.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

2022, the Company entered into leases for office and laboratory space in Warren Township, New Jersey and Philadelphia, Pennsylvania under

operating leases expiring in February 2026 and July 2025, respectively.

The leases require fixed monthly payments of rent, as well as

a share of operating costs.

The leases are classified as operating leases and the lease liabilities were calculated using incremental

borrowing rates ranging from 11.0 % to 11.2 %, which was determined using a synthetic credit rating model.

Lease expense for the year ended

December 31, 2024 was $ 1,065,784 , which consisted of $ 897,958 and $ 167,826 recognized as a component of research and development expense

and general and administrative expense, respectively.

This amount included $ 785,424 of expense under short-term leases.

weighted average remaining lease term for the Company’s operating leases as of December 31, 2024 was 0.93 years.

The weighted average

discount rate for the Company’s operating leases for the year ended December 31, 2024 was 11.1 %.

aggregate minimum rental payments under the operating leases as of December 31, 2024 were as follows:

OF MINIMUM RENTAL PAYMENTS UNDER THE OPERATING LEASES

Years Ending December 31,

imputed interest

Operating lease liability

cash payments related to leases for the years ended December 31, 2024 and 2023 were $ 1,077,127 and $ 1,058,754 , respectively.

COMMITMENTS AND CONTINGENCIES

holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion

of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation

These holders will be entitled to certain demand and “piggyback” registration rights.

However, the registration

rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective

until the termination of the applicable lock-up period for the securities to be registered.

The Company will bear the expenses incurred

in connection with the filing of any such registration statements.

Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 4,500,000 additional

Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On November 5, 2021, the underwriters

elected to fully exercise the over-allotment option purchasing 4,500,000 Units.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 6,000,000 in the aggregate at the closing of the IPO.

underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid at Business

Combination ($ 900,000 in the aggregate).

In addition, the underwriters are entitled to a deferred underwriting commissions of $ 0.40 per

unit, or $ 13,800,000 from the closing of the IPO.

The total deferred fee is $ 14,700,000 consisting of the $ 13,800,000 deferred portion

and the $ 900,000 cash discount agreed to be deferred until Business Combination.

The deferred fee will become payable to the underwriters

from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting

noted in Note 5, on May 3, 2023, the Company entered into a subscription agreement (“Subscription Agreement”) with the Investor

and the Original Sponsor.

Pursuant to the May 4, 2023 Purchase Agreement, the Sponsor assumed the obligations of the Original Sponsor

under the Subscription Agreement.

Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties

Investor would make a cash contribution of $ 151,000 to the Original Sponsor (the “Initial Capital Contribution”) on or

prior to May 3, 2023, or on such date as the parties may agree in writing.

Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover working capital expenses (the

“First SPAC Loan”).

consideration for the Initial Capital Contribution, the Company will issue 151,000 Class A ordinary shares, par value $ 0.0001 per

share, of the Company to the Investor at the De-SPAC Closing, which shares shall be subject to no transfer restrictions or any other

lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in

connection with the De-SPAC Closing or, if no such registration statement is filed in connection with the De-SPAC Closing, pursuant

to the first registration statement to be filed by the Company or the surviving entity following the De-SPAC Closing.

SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing.

The Sponsor will pay to the Investor

all repayments of the SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing.

The Investor may elect

at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary share

for each $ 10.00 of the Initial Capital Contribution.

If the Company liquidates without consummating the initial business combination,

any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account, will be paid

to the Investor within five days of the liquidation.

the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in

connection with the Subscription Agreement not to exceed $ 5,000 .

June 20, 2023, the Company entered into a second subscription agreement (the “Second Subscription Agreement”) with the Investor

and the Sponsor.

Subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the parties agreed

Investor would make a cash contribution of up to $ 750,000 to the Sponsor (the “Additional Capital Contribution”) on or

prior to June 21, 2023, and the remaining $ 750,000 would be made by the Investor to the Sponsor in cash on the later of the Sponsor’s

request and the first filing of the S-4 for the De-SPAC.

Additional Capital Contribution would in turn be loaned by the Sponsor to the Company in cash on the later of the Sponsor’s

request and the first filing of the S-4 for the SPAC’s business combination (the “Second SPAC Loan”).

consideration for the Additional Capital Commitment, SPAC will issue a further one Class A ordinary share for each dollar of the

Additional Capital Commitment funded to the Investor at the close of the business combination (“Subscription Shares”).

The Subscription Shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies.

The Subscription Shares (i) shall be registered as part of any registration statement issuing shares before or in connection with

the De- SPAC Closing or (ii) if no such registration statement is filed in connection with the de-SPAC Closing, shall promptly be

registered pursuant to the first registration statement filed by the SPAC or the surviving entity following the De-SPAC Closing,

which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

Second SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing.

The Sponsor will pay to the

Investor all repayments of the Second SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing.

may elect at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary

share for each $ 10.00 of the Additional Capital Contribution.

If the Company liquidates without consummating the initial business

combination, any amounts remaining in the Sponsor or Company’s cash accounts, not including the Company’s Trust Account,

will be paid to the Investor within five days of the liquidation.

the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in

connection with the Second Subscription Agreement not to exceed $ 5,000 .

May 4, 2023, the Company entered into a purchase agreement (the “Purchase Agreement”) with the Sponsor and the Original Sponsor,

pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 Private

Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for one Class

A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated November 3,

2021, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement, dated November 3, 2021,

by and between the Company and Cantor, as representative of the several underwriters (the “Underwriting Agreement”), for

an aggregate purchase price of $ 1.00 (the “Purchase Price”) payable at the time of the initial business combination.

addition to the payment of the Purchase Price, the Sponsor also assumed the following obligations:

(i) responsibility for all of Company’s

public company reporting obligations;

(ii) the obligations of the Original Sponsor under the May 3, 2023 Subscription Agreement, (iii)

responsibility for the Company’s D&O insurance premium to extend the Company’s existing D&O insurance policy and

maintain D&O coverage through the closing of the initial business combination and obtain appropriate tail coverage;

(iv) responsibility

for the Company’s outstanding legal fees owed by the Company;

and (v) all other obligations of the Original Sponsor related to

to the Purchase Agreement, the Sponsor had the right to replace the Company’s current directors and officers with directors and

officers as the Sponsor may select in its sole discretion.

The obligations of the Original Sponsor to consummate the transactions contemplated

by the Purchase Agreement were subject to the satisfaction or written waiver by the Original Sponsor of the following conditions:

the approval of the board of directors the SPAC;

(b) the approval of the members of the Original Sponsor;

the underwriters under the Underwriting Agreement;

(d) the filing of its quarterly report on Form 10-Q by the SPAC for the quarter ended

March 31, 2023.

On June 7, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby.

In connection with

the closing, the Sponsor replaced the Company’s directors and officers.

Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate

organization, corporate authority, and compliance with applicable laws.

The representations and warranties of each party set forth in

the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party

beneficiaries of the Purchase Agreement.

In addition, such representations and warranties (a) are subject to materiality and other qualifications

contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the

date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase

Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts.

7 — Shareholders’ Deficit

A Ordinary Shares

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

As of December 31, 2023 and

2022, there were 13,433,333 and 1,450,000 Class A ordinary shares issued and outstanding (excluding 1,502,180 and 34,500,000 Class A

ordinary shares subject to possible redemption), respectively.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

B Ordinary Shares

Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary

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

As of December 31, 2023 and 2022, there were 0 and 11,983,333

Class B ordinary shares outstanding, respectively, none of which are subject to forfeiture since the underwriters’ over-allotment

option was exercised in full.

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

Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time.

In addition, prior

to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the

board of directors for any reason.

These provisions of our Memorandum and Articles of Association may only be amended by a special resolution

passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting.

With respect to any other

matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required

by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with

each share entitling the holder to one vote.

Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a

one-for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued

or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio

at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the

outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the

number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted

basis, 25 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary

shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares

or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent

warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be

determined from time to time by the Company’s board of directors.

As of December 31, 2023 and 2022, there were no preferred shares

issued or outstanding.

Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) one year

from the closing of the IPO.

No warrants will be exercisable for cash unless the Company has an effective and current registration statement

covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary

Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the

Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may,

until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain

an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the

Securities Act, provided that such exemption is available.

If that exemption, or another exemption, is not available, holders will not

be able to exercise their warrants on a cashless basis.

The Public Warrants will expire five years after the completion of a Business

Combination or earlier upon redemption or liquidation.

the warrants become exercisable, the Company may redeem the Public Warrants:

whole and not in part;

a price of $ 0.01 per warrant;

not less than 30 days’ prior written notice of redemption;

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share

subdivisions, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing

at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant

and if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying

the warrants.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and

the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until

after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants will be exercisable

for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers

or their permitted transferees.

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees,

the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including

in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation.

the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices.

Additionally,

in no event will the Company be required to net cash settle the warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any

of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of

the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of

any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior

to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest

thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions),

and (z) the volume weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting

on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”)

is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater

of (i) the Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities.

8 — Warrant Liabilities

Company accounts for the 725,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40 due to the fact the

Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so

long as they are held by the initial purchasers or their permitted transferee.

Such guidance provides that, based on these features,

the private placement warrants do not meet the criteria for equity treatment thereunder, and each such warrant must be recorded as a

Accordingly, the Company will classify each private placement warrant as a liability at its fair value.

This liability is

subject to re-measurement at each balance sheet date.

With each such re-measurement, the warrant liability will be adjusted to fair value,

with the change in fair value recognized in the Company’s statement of operations.

The Company has determined the Public Warrants

do not contain such features, and accordingly will be accounted for as equity and are not subject to subsequent remeasurement.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

9 — Fair Value Measurements

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities).

The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

December 31, 2023, the assets held in the Trust Account were held in a demand deposit account.

following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring

basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine

such fair value.

of Assets and Liabilities Measured at Fair Value on Recurring Basis

December 31, 2023:

Treasury Securities(1)

Warrant Liability- Private Placement Warrants

(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:

Treasury Securities

Company has entered into employment contracts with its officers and certain employees that provide for severance and continuation of

benefits in the event of termination of employment either by the Company without cause or by the employee for good reason, both as defined

in the applicable agreement.

Contingencies

for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable

that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated.

STOCK-BASED COMPENSATION

connection with the Closing, the Company adopted the Tevogen Bio Holdings Inc.

2024 Omnibus Incentive Plan (the “2024 Plan”)

and no longer grants awards pursuant to the 2020 Equity Incentive Plan (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 of the Company (the “Rollover RSUs”).

Such Rollover RSUs remain subject to the same

terms and conditions as set forth under the applicable award agreement prior to the Closing.

addition to covering the Rollover RSUs, under the 2024 Plan, the Company is authorized to grant awards up to an aggregate 40,000,000 shares

of common stock.

The 2024 Plan provides for the grant of options, stock appreciation rights, Restricted Stock, RSUs, and other

equity-based awards.

As of December 31, 2024, awards for 10,670,118 shares

remained available to be granted under the 2024 Plan.

Company has issued RSUs that are subject to either service-based vesting conditions or service-based and performance-based vesting conditions.

Compensation expense for service-based RSUs are recognized on a straight-line basis over the vesting period of the award.

expense for service-based and performance-based RSUs (“Performance-Based RSUs”) are recognized when the performance condition,

which is based on a liquidity event condition being satisfied, is deemed probable of achievement.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

the Closing Date, the Company issued an aggregate of 19,348,954 RSUs under the 2024 Plan to the Company’s Chief Executive

Ryan Saadi (the “Special RSU Award”).

Such RSUs immediately converted into shares of Restricted Stock, the restrictions

on which lapse in four equal annual installments beginning on February 14, 2031 (“Vesting Period”).

Pursuant to the terms

of the Special RSU Award, Dr.

Saadi will be entitled to vote the Restricted Stock, but the shares may not be sold, assigned, transferred,

pledged, hypothecated, or otherwise encumbered, subject to forfeit.

Saadi will automatically forfeit all unvested Restricted Stock

in the event he departs the Company.

The fair value per share for the Special RSU Award was determined to be $ 4.51 per share, equivalent

to the Company’s stock price on the Closing Date, resulting in a total grant date fair value of $ 87,263,783 .

In accordance with

ASC 718, Compensation - Stock Compensation (“ASC 718”), the Company will recognize compensation expense

on a straight-line basis from the Closing Date until the completion of the Vesting Period.

Stock and RSU activity was as follows:

SCHEDULE OF RESTRICTED STOCK AND RSU ACTIVITY

Service-Based Restricted Stock and RSUs

Weighted average grant-date fair value

Nonvested as of January 1, 2023

Nonvested as of December 31, 2023

( 2,639,628 )

Warrant Liability- Private Placement Warrants

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.

BIO HOLDINGS INC.

TO FINANCIAL STATEMENTS

aforementioned warrant liabilities are not subject to qualified hedge accounting.

following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022:

of Quantitative Information in Fair Value Measurements

December 31, 2023

December 31, 2022

Exercise Price

Industry Volatility

Risk Free Rate

Dividend Yield

Nonvested as of December 31, 2024

Performance-Based RSUs

Weighted average grant-date fair value

Nonvested as of January 1, 2023

Nonvested as of December 31, 2023

( 9,610,540 )

Nonvested as of December 31, 2024

a result of the Merger, the liquidity event performance condition was achieved and therefore compensation cost of $ 25,233,487 for

the year ended December 31, 2024 was recognized for the Performance-Based RSUs, of which 8,237,319

shares were issued and outstanding as of December 31, 2024, and 1,373,221 shares

will be issued subsequent to December 31, 2024.

There was $ 11,410,921 compensation

cost related to Service-Based Restricted Stock and RSUs, for the year ended December 31, 2024, and 2,639,628 shares

were issued and outstanding.

There was $ 85,601,786 of

unrecognized compensation cost related to Service-Based Restricted Stock and RSUs as of December 31, 2024, which will be expensed

over a weighted average period of 7.0 years.

There was $ 2,984,909 of

unrecognized compensation cost related to Performance-Based RSUs as of December 31, 2024, which will be expensed over a weighted

average period of 1.1 years.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

Company recorded stock-based compensation expense in the following expense categories in the accompanying consolidated statements of

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE

Research and development

General and administrative

stock-based compensation expense was recognized in 2023.

STOCKHOLDERS’ DEFICIT

of February 15, 2024, the Company’s common stock and warrants began trading on The Nasdaq Stock Market LLC under the symbols “TVGN”

and “TVGNW”, respectively.

of December 31, 2024, the Company had 177,991,365 shares of common stock issued and outstanding.

For accounting purposes related

to earnings per share, only shares that are fully vested are considered issued and outstanding.

is a reconciliation of shares of common stock issued and outstanding:

SCHEDULE OF RECONCILIATION OF SHARES OF COMMON STOCK ISSUED AND OUTSTANDING

Total shares of common stock issued and outstanding

shares to be issued:

Vested RSUs not yet legally settled into common stock (a)

Shares subject to future vesting:

Issuance of restricted common stock subject to forfeiture (b)

( 19,348,954 )

Total shares, net

of December 31, 2024, there were RSUs that had vested but had not been legally settled into common stock.

See Note 11 for additional

Saadi will automatically forfeit all unvested Restricted Stock granted pursuant to the Special RSU Award in the event he departs

See Note 11 for additional information on the Special RSU Award.

to the Merger, Tevogen Bio had outstanding shares of voting and non-voting common stock.

Upon the Closing, Tevogen Bio’s common

stockholders received shares of the Company’s common stock in an amount determined by application of the Exchange Ratio, as discussed

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $ 0.0001 per share.

A Preferred Stock

March 2024, the Company authorized and issued 2,000 and 500 shares, respectively, of Series A Preferred Stock (the

“Series A”) to the Patel Family at a price of $ 4,000 per share (the “Series A Original Issue Price”), for gross

proceeds of $ 2,000,000 .

The Company recorded an expense of $ 799,990 in its consolidated statements of operations related to issuance

of the Series A equal to the fair value of the Series A when issued of $ 5,600 per share less the purchase price of $ 4,000 per

of Series A are entitled to receive dividends accruing daily on a cumulative basis payable at a fixed rate of 5 % per annum per share

on the Series A Original Issue Price, which rate will automatically increase by 2% every year that the Series A remains outstanding

(the “Series A Accruing Dividends”).

These dividends become payable when and if declared by the Company.

The Series A Preferred

Stock will also participate on an as-converted basis in any regular or special dividends paid to holders of the common stock .

Series A ranks senior to common stock and Series C Preferred Stock in liquidation priority.

In the event of a liquidation of the Company,

or certain deemed liquidation events, the Series A is redeemable for a price equal to the greater of the Series A Original Issue Price

plus all Series A Accruing Dividends that are unpaid through the redemption date, or such amount that would have been payable had the

Series A converted into shares of common stock immediately before the liquidation or deemed liquidation event.

Series A does not have any voting rights.

holders of Series A are not entitled to redeem their shares outside of the liquidation of the Company or the occurrence of a deemed liquidation

The Company is entitled to redeem the Series A at a price equal to the Series A Original Issue Price plus any Series A Accruing

Dividends accrued but unpaid thereon, if the VWAP of the Company’s common stock exceeds $ 5.00 per share for the twenty

days immediately prior to the Company’s call election .

holders of Series A have the option to convert the Series A into shares of common stock at a ratio equal to the Series A Original Issue

Price divided by the Series A Conversion Price, which is initially $ 4.00 per share and is subject to standard antidilution adjustments.

A-1 Preferred Stock

March 27, 2024, the Company entered into an Amended and Restated Securities Purchase Agreement with the Patel Family covering the

issuance of 600 shares of Series A-1 Preferred Stock for a gross purchase price of $ 6,000,000 .

The terms of the Series

A-1 Preferred Stock are identical to the Series A, except that the cumulative dividends are capped at 15% per annum, and the Series A-1

Issuance Price is defined as $ 10,000 per share .

As of December 31, 2024, the investor had paid a non-refundable deposit of $ 3,000,000 towards

the Series A-1 purchase price, and no shares of Series A-1 Preferred Stock were issued or outstanding.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

B Preferred Stock

connection with the Closing, the Company entered into an agreement to issue shares of Series B to the Sponsor in return for the Sponsor

assuming certain liabilities and obligations of Semper Paratus and Tevogen Bio.

In March 2024, 3,613 shares of Series B were

issued in return for the assumption of the Assumed Liabilities.

The issuance date fair value of the Series B was determined to be $ 3,613,000 and

was recorded within Merger transaction costs in the consolidated statements of operations.

The Series B was classified as permanent equity.

June 15, 2024, the Company and the Sponsor entered into the Preferred Stock Repurchase Agreement, pursuant to which the Company repurchased

all outstanding Series B in exchange for the release of the Sponsor from its obligations related to the Assumed Liabilities, but no cash

consideration.

The repurchase was recorded as a deemed contribution from a related party and recorded to additional paid-in capital.

As of June 30, 2024, there were no shares of Series B outstanding, and on August 9, 2024, the Company filed a Certificate of

Elimination to eliminate the Series B.

Although the Company was not legally released by the creditors, the Company has made payments

towards the Assumed Liabilities and approximately $ 2.6 million remains on the Company’s balance sheet at December 31, 2024.

C Preferred Stock

August 21, 2024, the Company entered into a securities purchase agreement (the “Series C Agreement”) with an investor, pursuant

to which the Patel Family purchased 600 shares of Series C Preferred Stock (the “Series C”) of the Company at a price

of $ 10,000 per share (the “Series C Original Issue Price”), for gross proceeds of $ 6,000,000 .

Series C is subject to a call right providing the Company the right to call the stock at any time after the fifth anniversary of the

date of issuance.

The Company also agreed that so long as the Series C is outstanding, the Company will not, without the written consent

of the holders of 50.1% of the Series C, amend, alter, or repeal any provision of the Company’s certificate of incorporation or

bylaws in a manner adverse to the Series C.

Assessed under accounting guidance within ASC 480 and ASC 815, as the Series C is unregistered

and without mandatory redemption features, the Series C is classified within equity at issued face value as of December 31, 2024.

Series C carries an annual 7.5 % cumulative dividend, compounded annually, beginning on the later of (1) September 30, 2024 and (2) the

date on which the investor has paid the entirety of the purchase price under the Series C Agreement and ending on the last business day

of the calendar quarter ending September 30, 2034 (the “Series C Accruing Dividends”).

Dividends will be payable in shares

of Series C or, at the election of the Company, in cash.

Series C ranks subordinate to the Series A and Series A-1 Preferred Stock and ranks senior to common stock in liquidation priority.

the event of a liquidation of the Company, or certain deemed liquidation events, the Series C is redeemable for a price equal to the

greater of the Series C Original Issue Price plus all Series C Accruing Dividends that are unpaid through the redemption date, or such

asset amount as would have been payable had the Series C converted into shares of common stock immediately before the liquidation or

deemed liquidation event .

Series C does not have any voting rights.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

holders of Series C are not entitled to redeem their shares outside of the liquidation of the Company or the occurrence of a deemed liquidation

The Company is entitled to redeem that Series C at a price equal to the Series C Original Issue Price plus any Series C Accruing

Dividends accrued but unpaid thereon, subject to the conversion right described below.

shares of Series C will be convertible at the election of the holder, beginning six months after the date of issuance, into shares of

common stock at a conversion price equal to the volume-weighted average price of the Common Stock for the 30 trading days immediately

prior to the exercise of the holder’s conversion option, subject to a floor price of $ 0.6172 .

the Closing, 17,975,000 warrants initially issued by Semper Paratus in November 2021, comprising 17,250,000 public

warrants sold in the IPO and 725,000 warrants issued in a concurrent private placement, were assumed.

public warrants have an exercise price of $ 11.50 per share, became exercisable on March 15, 2024 , and will expire at 5:00 p.m.,

New York City time, on February 14, 2029, or earlier upon redemption or liquidation.

Warrant holders may, until such time as there is

an effective registration statement and during any period when the Company has failed to maintain an effective registration statement

covering the shares of the Company’s common stock issuable upon exercise of the warrants, exercise warrants on a “cashless

basis” in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended, or another exception.

The Company may

redeem the public warrants if the Company’s common stock equals or exceeds $18.00 per share for 20 trading days within a 30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the holders of public

As of December 31, 2024, there are 17,386,580 public warrants outstanding.

Placement Warrants

private placement warrant is identical to the public warrants, except that the private placement warrants, so long as they are held by

the initial purchasers or their permitted transferees, (i) will not be redeemable by the Company and (ii) may be exercised by the holders

on a cashless basis.

As of December 31, 2024, there are 588,398 private placement warrants outstanding.

Note 3 for additional information on the Company’s warrant accounting policy.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

NET LOSS PER SHARE

below table is a reconciliation of net loss to net loss attributable to common stockholders.

SCHEDULE OF RECONCILIATION OF NET LOSS

$ ( 13,727,380 )

$ ( 60,477,680 )

Series A cumulative preferred stock dividend

Series B stock repurchase

Stock repurchase

Series C cumulative preferred stock dividend

Cumulative preferred stock dividend

Net loss attributable to common stockholders

$ ( 10,273,695 )

$ ( 60,477,680 )

Company excluded the following potential shares from the computation of diluted net loss per share because including them would have

had an anti-dilutive effect:

SCHEDULE OF ANTI-DILUTIVE NET LOSS PER SHARE

Outstanding RSUs (a)

Restricted Stock

Convertible promissory notes (b)

Earnout Shares

of December 31, 2024 there were an additional 1,373,221 RSUs that had vested but had not been legally settled into common

stock and therefore were included in the basic net income per share.

See Note 11 for additional information.

numbers of shares were determined based on the conversion upon maturity provisions in the convertible promissory note agreements,

dividing the conversion amount (principal plus accrued interest) by three times the estimated fair value of the Company’s common

stock derived from the Company’s most recently completed convertible promissory notes valuation as of the balance sheet date.

above table excludes any potentially anti-dilutive shares as a result of the $ 14 million Purchase Option and the Additional Amount

Purchase Option (see Note 8).

These are excluded as the number of shares issuable cannot be determined until the conditions for issuance

are met and the share prices are known upon exercise.

to the Company’s net losses for 2024 and 2023, as well as the full valuation allowance on its net deferred tax assets as discussed

below, the Company did not record any income tax expense or benefit for the years ended December 31, 2024 and 2023.

reconciliation of income tax benefit at the federal statutory income tax rate to the income tax expense at the Company’s effective

income tax rate is as follows:

OF RECONCILIATION OF INCOME TAX BENEFIT AT THE FEDERAL STATUTORY INCOME TAX RATE

Year Ended December 31,

Federal benefit at statutory rate

Convertible note interest

Permanent differences

State taxes, net of federal benefit

Change in valuation allowance

Stock based compensation

Income Tax Expense

income taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for income tax purposes.

Realization of net deferred tax assets is dependent upon future earnings, if any,

the timing and amount of which are uncertain.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

following items comprise the Company’s net deferred tax assets and liabilities as of December 31, 2024 and December 31, 2023:

OF DEFERRED TAX ASSETS AND LIABILITIES

Deferred tax assets

Net operating loss

Accrued expenses and other

Lease liability

Stock-based compensation

Capitalized research and development expenditures

Research and development credits

Total deferred tax assets

Valuation allowance

( 16,551,169 )

( 7,426,952 )

Deferred tax assets

Deferred tax liabilities:

Right of use asset

Total deferred tax liabilities

Net deferred tax assets

Company continually evaluates the likelihood of the realization of deferred tax assets and adjusts the carrying amount of the deferred

tax assets by the valuation allowance to the extent the future realization of the deferred tax assets is more likely than not.

considers many factors when assessing the likelihood of future realization of its deferred tax assets, including its recent cumulative

earnings experience by taxing jurisdiction, expectation of future taxable income or loss, the carryforward periods available to the Company

for tax reporting purposes, and other relevant factors.

of December 31, 2024, based on the Company’s history of earnings and its assessment of future earnings, management believes that

it is more likely than not that future taxable income will not be sufficient to realize the deferred tax assets.

Therefore, a valuation

allowance has been applied to deferred tax assets.

of the year ended December 31, 2024, the Company has federal and state net operating loss carryforwards of approximately $ 25.6 million

and $ 27.8 million, respectively.

net operating loss (“NOL”) carryforwards in the amount of $ 25.6 million have an indefinite life.

Federal NOL carryforwards

generated after tax year 2017 are subject to an 80 % limitation on taxable income, do not expire and will carryforward indefinitely.

net operating loss carryforwards in the amount of $ 27.8 million begin expiring in 2040.

utilization of the Company’s net operating losses may be subject to a U.S.

federal limitation due to the “change in ownership

provisions” under Section 382 of the Internal Revenue Code and other similar limitations in various state jurisdictions.

Such limitations

may result in a reduction of the amount of net operating loss carryforwards in future years and possibly the expiration of certain net

operating loss carryforwards before their utilization.

The Company files tax returns as prescribed by the tax laws of the jurisdictions

in which it operates.

In the normal course of business, the Company is subject to examinations by federal, state and local jurisdictions,

where applicable.

There are currently no pending tax examinations.

The Company’s tax years are still open under statute from 2021

to the present in the United States.

To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was

generated may still be adjusted upon examination by the Internal Revenue Service and state and local tax authorities to the extent utilized

in a future period.

As required by the uncertain tax position guidance in ASC No.

Tax, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would

more likely than not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount

recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement

with the relevant tax authority.

The Company applied the uncertain tax position guidance in ASC No.

740 to all tax positions for which

the statute of limitations remained open.

Any estimates of tax contingencies contain assumptions and judgments about potential actions

by taxing jurisdictions.

Any interest and penalties related to uncertain tax positions would be included as part of the income tax provision.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

summary of changes in the valuation allowance for net deferred tax assets during the year ended December 31, 2024 and 2023 were as follows:

OF VALUATION ALLOWANCE FOR NET DEFERRED TAX ASSETS

Year Ended December 31,

Valuation allowance

Increases recorded to income tax provision

Valuation allowance

Company applies the authoritative guidance on accounting for and disclosure of uncertainty in tax positions, which requires the Company

to determine whether a tax position of the Company is more likely than not to be sustained upon examination, including resolution of

any related appeals of litigation processes, based on the technical merits of the position.

For tax positions meeting the more likely

than not threshold, the tax amount recognized in the consolidated financial statements is reduced by the largest benefit that has a greater

than 50% likelihood of being realized upon the ultimate settlement with the relevant taxing authority.

There were no material uncertain

tax positions as of December 31, 2024.

Company recognizes interest and penalties related to uncertain tax positions in income tax expense when in a taxable income position.

As of December 31, 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been

recognized in the Company’s statements of operations and comprehensive loss.

RELATED PARTY TRANSACTIONS

to the Merger Agreement, the Company incurred $ 2,000,000 in fees to the Sponsor for advisory services (the “Sponsor Advisory

Service Fee”).

In connection with the Merger and thereafter, the Company and Sponsor agreed that $ 250,000 of the Sponsor Advisory

Service Fee is payable in cash, $ 250,000 would be offset against amounts due from the Sponsor, and the remainder of the Sponsor

Advisory Service Fee was paid with the issuance of 150,000 shares of the Company’s common stock at Closing.

Advisory Service Fee payable in cash is presented on the consolidated balance sheets under the line item “Due to related party.”

of December 31, 2024, the Sponsor owes the Company $ 158,819 to cover working capital expenses, which is presented on the consolidated

balance sheets under the line item “Due from related party.”

Note 12 for additional information on the Series B issued to the Sponsor.

January 2023, the Company issued 40,000 Performance-Based RSUs to the wife of the Company’s chair and chief executive

officer for advisory services provided to the Company, and 20,000 Performance-Based RSUs to Mehtaphoric Consulting Inc, a company

controlled by the daughter of the Company’s chief financial officer, for information technology services provided to the Company.

In connection with the Closing, the performance condition was achieved and therefore compensation cost of $ 800,396 has been recognized.

Note 8 for additional information on the Loan Agreement with the Patel Family, which provides for an unsecured line of credit facility for term loans of

up to an initial amount of $ 36,000,000

in the aggregate.

As of December 31, 2024, the facility has remaining available capacity of $ 30,000,000 .

Note 12 for additional information on the Series A, Series A-1, and Series C Preferred Stock, which were purchased by the Patel Family.

TEVOGEN BIO HOLDINGS INC.

NOTES TO THE CONSOLIDATED FINANCIAL

December 2024, the Company contracted with Dr.

Manmohan Patel of The Patel Family LLP to provide advisory services to the Company in

support of the Company’s manufacturing development, including but not limited to identifying and developing real estate, establishing

quality management processes, attracting and hiring an executive to lead operations, providing medical advice, and addressing government

affairs and regulatory matters.

In exchange for his consultation services, Dr.

Patel was granted 6,000,000 RSUs, of which 2,000,000 immediately

vested, and 2,000,000 RSUs vested in both January 2025 and February 2025.

SEGMENT REPORTING

Company operates in one operating segment, and therefore one reportable segment, and is focused on the global discovery, development

and commercialization of proprietary therapeutics.

The Company’s business activities are managed on a consolidated basis through

the development and potential commercialization of pharmaceutical products, which are aimed at the global market in the event that products

are successful in receiving regulatory approvals.

Our determination that we operate as a single operating segment is consistent with

the financial information regularly reviewed by the chief operating decision maker for purposes of evaluating performance, allocating

resources, setting incentive compensation targets, and planning and forecasting for future periods.

Our chief operating decision maker

is the Chief Executive Officer.

accounting policies for our single operating segment are the same as those described in the summary of significant accounting policies.

Our single operating segment incurs expenses from the development of TVGN 489, which is developed by our research and development department,

designed to target various disease indications.

The Company has not yet generated revenue in its operating history.

the segment, the chief operating decision maker uses net loss, which is reported on the consolidated statements of operations as consolidated

net income (loss), to allocate resources (including employees, property, and financial resources), predominantly during the annual budget

and forecasting process.

The chief operating decision maker also uses consolidated net loss, along with non-financial inputs and qualitative

information, to evaluate our performance, establish compensation, monitor budget versus actual results, and decide the level of investment

in our various research activities.

The measure of segment assets is reported on the consolidated balance sheet as total consolidated

SUBSEQUENT EVENTS

Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements

were available to be issued.

Based on this review, other than as described below, the Company did not identify any subsequent events

that would have required adjustment or disclosure in these financial statements.

On January 31, 2024, in connection with an extraordinary

meeting of shareholders called to approve the proposals relating to the entry into and consummation of the Business Combination, shareholders

holding 1,432,457 of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of

the funds in the Company’s trust account.

As a result, approximately $ 16.0 million (approximately $ 11.14 per Public Share) were

removed from the Trust Account to pay such holders.

On February 14, 2024, pursuant to the Merger Agreement

by and among the Company, Merger Sub, the Sponsor, Tevogen Bio, and Dr.

Ryan Saadi, in his capacity as seller representative, Merger Sub

merged with and into Tevogen Bio, with Tevogen Bio being the surviving company and a wholly owned subsidiary of the Company.

the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement, the Company changed its jurisdiction

of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated

under the laws of the State of Delaware (the “Domestication”).

In connection with the Domestication, the Company changed its

name to “Tevogen Bio Holdings Inc.” Also in connection with the Domestication, the Company’s governing documents were

amended and restated as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission

(the “SEC”) on January 10, 2024 (the “Definitive Proxy Statement”).

At the Effective Time, in

accordance with the terms and subject to the conditions of the Merger Agreement, each share of the common stock of Tevogen Bio issued

and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares of duly authorized,

validly issued, fully paid, and nonassessable shares of the common stock of the Company, par value $ 0.0001 (the “Common Stock”),

equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) $ 1,200,000,000 by (ii) ten dollars ($ 10.00 ) by (y)

the aggregate number of shares of the common stock of Tevogen Bio that were issued and outstanding immediately prior to the Effective

February 14, 2024, the Company entered into a securities purchase agreement with an investor pursuant to which the investor agreed

to purchase shares of Series A Preferred Stock of the Company for an aggregate purchase price of $ 8.0

On March 27, 2024, the Company entered into an agreement pursuant to which that amount was reduced to $ 2.0

million and the investor agreed to purchase shares of the Company’s Series A-1 Preferred Stock for an aggregate purchase price

As of April 26, 2024, the Company has received $ 1.2 million of the $ 6.0 million aggregate purchase price for the shares of

Series A-1 Preferred Stock.

The shares of Series A Preferred Stock are convertible into a total of 500,000

shares of the Company’s common stock and the shares of the Series A-1 Preferred Stock will be convertible into a total of 600,000

shares of the Company’s common stock, in each case at the election of the holder.

Each of the Series A Preferred Stock is and

the Series A-1 Preferred Stock will be subject to a call right providing the Company the right to call the stock if the volume

weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $ 5.00

per share and there is an effective resale registration statement on file covering the underlying common stock.

Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no

mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the

Series A-1 Preferred Stock in no event to more than 15% per year.

February 14, 2024, in connection with the consummation of the Business Combination, the Company entered into an agreement with the Sponsor,

pursuant to which the Company assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and obligations in the aggregate

initial amount of approximately $ 4.2

million, which amount was later reduced to approximately

million (the “Series B Preferred Stock”).

Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning

35 days after issuance.

Any dividend will be paid by the Company on behalf of the Sponsor to the creditors to which the assumed liabilities

and obligations are owed, pro rata in accordance with those liabilities and obligations unless otherwise agreed by the Company and the

The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30

days after its issuance, but in no event will increase to more than 7.5% per quarter.

Pursuant to the Merger Agreement, Tevogen Bio agreed

that at the Effective Time, it would pay $ 2,000,000

to the Sponsor for advisory services (the “Sponsor Advisory Services Fee”).

Thereafter, in connection with the closing

of the Business Combination, the Sponsor Advisory Services Fee was reduced to $ 500,000 .

On April 16, 2024, the Sponsor agreed to further reduce the Sponsor Advisory Services Fee by informing Tevogen Bio that $ 250,000

of the $ 577,500

that was due from the Sponsor as of December 31, 2023 would be applied to offset a portion of the $ 500,000 Sponsor Advisory Services

Therefore, the total amount due to the Sponsor under the Sponsor Advisory Services Fee is $ 250,000 .

Company has evaluated subsequent events and transactions for potential recognition or disclosure from the balance sheet date through

April 2, 2025, the issuance date of these the consolidated financial statements, and has not identified any additional items requiring

disclosure except as noted below.

January 2025, the Company executed an agreement with KRHP to receive a grant for $ 2,000,000 .

KRHP is affiliated with the Patel Family.

The grant is specified for use toward the Company’s ongoing operational expenses,

may not be used for repayment of existing debt obligations, and does not include any requirement to repay the investor or to issue

equity in response.

Cash payment was received by the Company in January 2025.

February 2025, the Company executed a draw on the Loan Agreement for an additional $ 1,000,000 to be utilized for operational

An additional draw of $ 1,000,000 was completed in March 2025.

As of the date of filing, the facility has a remaining

capacity of $ 26,000,000 and remains effective for the next 26 months.

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

1 unchanged sentence

Bio Holdings Inc.

April 2, 2025

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the date indicated.

Executive Officer and

Chairperson of the Board of Directors

registrant in the capacities and on the dates indicated.

April 2, 2025

Executive Officer and Chairperson of the Board of Directors

Executive Officer)

April 2, 2025

Financial Officer

Financial Officer and

Principal Accounting Officer)

Surendra Ajjarapu

Financial Officer and Principal Accounting Officer)

Jeffrey Feike

April 2, 2025

Curtis Patton

April 2, 2025

Curtis Patton

Susan Podlogar

April 2, 2025

Victor Sordillo

April 2, 2025

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

What changed 10-K

Item 9A. Controls and Procedures