Semper Paratus (LGST) Gets a Loan and Sells Founder Shares

Semper Paratus Acquisition Corporation (Nasdaq: LGST) filed an 8-K today announcing that on May 3, 2023, it had entered into a subscription agreement with Polar Multi-Strategy Master Fund and Semper Paratus Sponsor LLC.

The Investor agreed to contribute $151,000 to the Sponsor, which will be loaned to the company to cover working capital expenses. In exchange for the Initial Capital Contribution, the company will issue 151,000 Class A ordinary shares to the Investor at the De-SPAC Closing, subject to no transfer restrictions or lock-up provisions.

The SPAC loan will not accrue interest and will be repaid by the company upon the De-SPAC Closing. The Investor may elect to receive the payments in cash or Class A ordinary shares. If the company liquidates without consummating the initial business combination, the remaining amounts will be paid to the Investor.

Purchase Agreement

On May 4, 2023, the company entered into a purchase agreement with SSVK Associates, LLC and the Sponsor. The Acquirer will purchase 7,988,889 Class A ordinary shares and 1,000,000 private placement units from the Sponsor, free and clear of all liens and encumbrances, for an aggregate purchase price of $1.

The Acquirer will assume responsibility for all of the company’s public company reporting obligations, outstanding legal fees, and all other obligations related to the company. Pursuant to the Purchase Agreement, the Acquirer has the right to replace the company’s current directors and officers with directors and officers as the Acquirer may select in its sole discretion.