Semper Paratus Acquisition Corp

The company spends about $5.7 million a quarter against $1.1 million of cash, funding the gap with a loan that grew $2.0 million in six months, pre-funded warrants and at-the-market sales. The two preferred series carry $9.1 million of stated liquidation value ranking ahead of common on a balance sheet whose total assets are $4.7 million.

The number that tells the story is the lock-up trigger: shares release only if the price holds $600.00 for 20 of 30 trading days. A threshold that size on a vehicle that IPO'd at $10 is the arithmetic of a large reverse split, i.e. the common has collapsed since the February 2024 close. Also on the record: a $2.0 million advisory fee paid to the sponsor's affiliate out of the closing, which is a direct transfer from the combined company to sponsor-side parties and belongs in Semper Paratus's sponsor track record.

A Nasdaq bid-price deficiency dated September 23, 2025 that is still unresolved five months later, now addressed by a reverse split, tells holders the stock has traded below $1.00 for an extended period since the February 2024 de-SPAC. The split preserves the listing but not value. Unvested Tevogen Bio RSUs were converted into awards under the 2024 plan at closing, so that legacy equity continues to add to the share count being compressed.

The 170,358,270 registered shares is the ceiling on issuance and the measure of what a non-redeeming Semper Paratus holder is diluted by. At the domestication each Class A ordinary share converts one-for-one into New Tevogen Class A common stock, which is then reclassified into a single class of common stock, and each whole warrant becomes exercisable for one share at $11.50. A unit not previously separated is cancelled in exchange for one share and one-half of one public warrant. Shareholders vote on the Domestication and on the Business Combination as separate items.

A Semper Paratus holder cannot size the dilution at this version, because the number of shares to be registered is not stated on the cover at all. The mechanics are fixed: each Class A ordinary share of $0.0001 par value converts one-for-one into New Tevogen Class A common stock, which is immediately reclassified into a single class of common stock, and each whole warrant becomes exercisable for one share at $11.50. A unit not previously separated is cancelled for one share and one-half of one public warrant. The Domestication and the Business Combination are voted on as separate items.

With the registered amounts blank, this version gives a Semper Paratus holder the structure but not the dilution. The mechanics are set: each Class A ordinary share converts one-for-one into New Tevogen Class A common stock, which is then reclassified into a single class of common stock; each whole warrant becomes exercisable for one share at $11.50; and any unit not previously separated is cancelled for one share and one-half of one public warrant. Shareholders vote on the Domestication and the Business Combination as separate items, and the charter and bylaws are replaced at the same time.

What changed: Tevogen Inc. filed an 8-K reporting the results of its August 24, 2026 Annual Meeting of Stockholders and subsequent corporate actions. The filing details that stockholders approved an amendment to the Tevogen Inc. 2024 Omnibus Incentive Plan to increase available shares by 100,000,000 (Exhibit 10.1). It also reports that on August 26, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Delaware Secretary of State to permit stockholder action by written consent in lieu of a meeting (Exhibit 3.1). The document provides final vote counts for four proposals: election of Dr. Keow Lin Goh and Victor Sordillo as Class II directors; ratification of KPMG LLP as independent auditor; approval of the 2024 Plan Amendment; and approval of the Charter Amendment. Quorum was constituted by 5,956,141 shares out of 6,416,540 outstanding shares as of July 23, 2026. Why it matters: This filing confirms the governance structure and equity compensation capacity of Tevogen Inc., specifically the significant expansion of the incentive plan share pool and the procedural change allowing written consents. For investors tracking SPAC LGST (Semper Paratus Acquisition Corp), which is noted as CLOSED, this document reflects the post-business combination operational status of the merged entity, Tevogen Bio Holdings Inc., rather than any redemption or trust value changes associated with the SPAC itself.

What changed: The 10-Q filed under Commission file number 001-41002 is that of Tevogen Inc. (Nasdaq: TVGN, warrants exercisable at $575 per share) for the quarter ended June 30, 2026, with 6,511,540 shares outstanding as of August 10, 2026. Cash was $1,082,155 against $552,372 at December 31, 2025 and total assets $4,727,741, against total liabilities of $13,616,501 that include $2,829,264 of accounts payable, $1,651,000 of notes payable and a loan agreement balance grown to $6,400,000 from $4,400,000. The stockholders' deficit was $8,888,760 and the accumulated deficit $150,868,744. Why it matters: The company spends about $5.7 million a quarter against $1.1 million of cash, funding the gap with a loan that grew $2.0 million in six months, pre-funded warrants and at-the-market sales. The two preferred series carry $9.1 million of stated liquidation value ranking ahead of common on a balance sheet whose total assets are $4.7 million.

What changed: Tevogen Inc. — the successor to Semper Paratus Acquisition Corp, formerly Tevogen Bio Holdings — called its 2026 annual meeting for 24 August 2026, virtual, record date 23 July 2026. The proxy restates the deal history: the business combination under the 28 June 2023 merger agreement closed on 14 February 2024, and at closing the company paid SSVK Associates a $2.0 million Sponsor Advisory Services Fee for advisory services agreed in June 2023. The original sponsor converted all its Class B ordinary shares to Class A on 30 January 2023. Series B Preferred Stock is outstanding. Why it matters: The number that tells the story is the lock-up trigger: shares release only if the price holds $600.00 for 20 of 30 trading days. A threshold that size on a vehicle that IPO'd at $10 is the arithmetic of a large reverse split, i.e. the common has collapsed since the February 2024 close. Also on the record: a $2.0 million advisory fee paid to the sponsor's affiliate out of the closing, which is a direct transfer from the combined company to sponsor-side parties and belongs in Semper Paratus's sponsor track record.

What changed: 8-K of Tevogen Bio Holdings Inc. Item 5.03 (amendments to articles of incorporation or bylaws): on July 29, 2026 the Company filed a certificate of amendment changing its name to Tevogen Inc., effective July 30, 2026, and the Board approved a conforming bylaws amendment effective the same day with no other change to the Bylaws. The report states the name change does not affect the rights of security holders and that the CUSIP numbers remain 88165K200 for the common stock and 88165K119 for the public warrants. Why it matters: An identity change with no stated economic effect. The report says the common stock and the public warrants both continue to trade on the Nasdaq Global Market under the ticker symbol TVGN, giving two different securities the same symbol; that is recorded as filed and neither symbol is treated here as the warrant's.

What changed: Tevogen Bio Holdings Inc., the successor to Semper Paratus Acquisition Corp, filed the preliminary version of its 2026 annual meeting proxy, calling the meeting for August 24, 2026 at 1:30 p.m. ET with a July 23, 2026 record date. The statement recaps legacy SPAC terms: the Original Sponsor converted all Class B shares into Class A on January 30, 2023; the merger under the June 28, 2023 Merger Agreement closed February 14, 2024; and $2.0 million was payable to SSVK at closing as a Sponsor Advisory Services Fee. The lock-up releases only above $600.00 per share for 20 of 30 trading days. Why it matters: This is the preliminary filing that the definitive proxy of August 3, 2026 supersedes, so a reader should treat the definitive version as controlling — the meeting date, time and July 23, 2026 record date carried through unchanged. Its value is the legacy record it preserves for the Semper Paratus deal: the $2.0 million sponsor advisory fee paid at closing, the full conversion of the founder Class B class in January 2023, and a $600.00 lock-up release threshold far above any plausible trading level.