Semper Paratus Acquisition Corporation *

Semper Paratus Acquisition Corporation *

Oct 7, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Tevogen Bio Inc.

ENTERPRISE VALUE: $1.2 billion
ANTICIPATED SYMBOL: TVGN

Semper Paratus Acquisition Corporation entered into a business combination agreement with Tevogen Bio Inc.

  • Tevogen Bio is a clinical-stage specialty immunotherapy biotech company, developing off-the-shelf, genetically unmodified T cell therapeutics in virology, oncology, and neurology.
  • Tevogen Bio is currently focused on developing its pipeline using its precision T cell platform, ExacTcell.
  • Tevogen Bio’s lead product is TVGN 489, an allogeneic, genetically unmodified T cell therapy for the treatment of COVID-19 in highly vulnerable patient populations, such as the immune-compromised, elderly, and infirm, along with potential applications in Long COVID treatment and prevention.

EXTENSION – 12/18/23 – LINK

  • The SPAC approved the extension from December 15, 2023 to September 15, 2024.
    • 880,873 shares were redeemed for $11.02 per share.
    • $67.5K to extend for 3-months will be deposited into the trust account; $22.5K per month (x6) thereafter.

TRANSACTION

  • The Transaction was unanimously approved by the boards of directors of all parties, at an expected combined pro forma enterprise value of approximately $1.2 billion.
  • In connection with the Transaction, Semper Paratus will migrate out of the Cayman Islands, domesticate as a Delaware corporation, and rename itself Tevogen Bio Holdings Inc., and Tevogen Bio will merge with and into a newly formed wholly owned subsidiary of Tevogen Holdings.
  • The combined company will be named Tevogen Bio Holdings Inc. and is expected to be listed on the NYSE under the new ticker symbol “TVGN”.
  • Dr. Ryan Saadi, MD, MPH, will serve as the CEO and Chairman of the Board of Directors of the Combined Company.
  • The Board of Directors is also expected to include Professor Curtis Patton, Susan Podlogar, Victor Sordillo, Lindee Goh, Suren Ajjarapu, and Jeffrey Feike.
  • The Transaction is expected to be completed in the fourth quarter of 2023.

SPAC FUNDING

  • Semper Paratus will use commercially reasonable efforts to seek and consummate subscription agreements with investors totaling in the range of $35,000,000 to $60,000,000.

EARNOUT

  • Company:
    • The Company is entitled to receive up to an additional 20,000,000 shares of the Combined Company’s Class A common stock in the event that the VWAP of Combined Company’s Class A common stock exceeds:
      • (i) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,667 shares of Company Class A common stock,
      • (ii) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,667 shares of Company Class A common stock, and
      • (iii) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the holders of Tevogen Bio securities shall be entitled to receive an additional 6,666,666 shares of Company Class A common stock.
  • Sponsor:
    • The Sponsor is entitled to receive up to an additional 4,500,000 shares of the Combined Company’s Class A common stock in the event that the VWAP of Combined Company’s Class A common stock exceeds:
      • (i) $15.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the Sponsor shall be entitled to receive an additional 1,500,000 shares of Company Class A common stock,
      • (ii) $17.50 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the Sponsor shall be entitled to receive an additional 1,500,000 shares of Company Class A common stock, and
      • (iii) $20.00 per share for 20 out of any 30 consecutive trading days beginning on the Closing Date of the Merger Agreement until the 36-month anniversary of the Closing Date, in which case the Sponsor shall be entitled to receive an additional 1,500,000 shares of Company Class A common stock.

LOCK-UP

  • Company and Sponsor:
    • The Company and Sponsor have agreed not to transfer, assign or sell any of their shares until the earliest of:
      • (i) one year after the Closing, and
      • (ii) subsequent to the Closing, if the closing price of the Combined Company’s Class A ordinary shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Closing Conditions:
    • Semper Paratus and Tevogen Bio shareholder approvals
    • At the Closing, Semper Paratus must have at least $25,000,000 in cash and cash equivalents, including funds remaining in the trust account (“Minimum Cash Closing Condition“)

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated by either Semper Paratus and Tevogen Bio if any of the conditions to Closing have not been satisfied or waived by December 5, 2023 (the “Outside Date”).

ADVISORS

  • Tevogen Advisors:
    • Hogan Lovells US LLP is serving as legal counsel
    • KPMG LLP is serving as auditor
  • Semper Paratus Advisors:
    • Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC is serving as lead capital markets advisor
    • Nelson Mullins Riley & Scarborough LLP is serving as legal counsel
    • Marcum LLP is serving as auditor

SUBSEQUENT EVENT – 5/9/23 – LINK

Subscription Agreement

  • The Investor will receive 151,000 Class A ordinary shares from the Company as part of the Initial Capital Contribution.
  • These shares will have no transfer restrictions or lock-up provisions, and they will be registered as part of any registration statement to be filed in connection with the De-SPAC Closing.
    • Additionally, the SPAC Loan will not accrue interest and will be repaid by the Company upon De-SPAC Closing.
  • If the Company liquidates without a business combination, any remaining funds in the cash accounts will be paid to the Investor.
  • The Investor can choose to receive the repayments in cash or Class A Ordinary Shares.

Purchase Agreement

  • The Company has entered into a Purchase Agreement with the Acquirer and the Sponsor, in which the Acquirer will purchase 7,988,889 Class A Ordinary Shares and 1,000,000 private placement units from the Sponsor for a Purchase Price of $1.00.
  • In addition to the payment of the Purchase Price, the Acquirer also assumed the following obligations:
    • (i) responsibility for all of Company’s public company reporting obligations
    • (ii) the obligations of the Sponsor under the 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
    • (v) all other obligations of the Sponsor related to the Company.

EXTENSION – 2/9/23 – LINK

  • The SPAC approved the extension from February 8, 2023 to December 15, 2023
    • No contribution to trust will be made.
    • 32,116,947 shares were redeemed for approximately $10.34 per-share

MANAGEMENT & BOARD


Executive Officers

Ben Baldanza, 59
Chief Executive Officer

Mr. Baldanza is currently the CEO of Diemacher LLC, an advisory firm focused on business restructuring, revenue optimization and cost containment. Mr. Baldanza currently serves on the Board of Directors for JetBlue Airways, where he serves as Chair of the Audit Committee, GoAir Limited, where he serves as Vice Chairman, and Six Flags Entertainment. From 2006 to 2016, Mr. Baldanza served as the President and CEO, and as a director, of Spirit Airlines, Inc. (“Spirit Airlines”), a low-cost airline, where he oversaw revenue growth from $500 million to $2.1 billion. During his time at Spirit Airlines, he led an IPO in 2011 while also managing an operational turnaround that resulted in industry leading margins. Recruited by Oaktree Capital in 2004, Mr. Baldanza transformed Spirit into an ‘Ultra Low Cost Carrier,’ leveraging a new aircraft fleet, establishment of a defensible franchise network, unbundling of pricing and reduction of costs per seat mile. Mr. Baldanza was twice named to the list of Business Travel News’s 25 Most Influential. Prior to 2005, Mr. Baldanza held executive roles with American Airlines, Northwest Airlines, Continental Airlines, TACA Airlines (“TACA”) and US Airways where he was responsible for finance, marketing and revenue management. While at Continental Airlines, Mr. Baldanza assisted with applying innovations in scheduling, pricing and revenue management, increasing unit revenues, underpinning a rise in the share price and improvements in profitability. With US Airways, Mr. Baldanza led the rationalization of duplicative hubs, rapid Caribbean expansion and shift to monetize frequent flier rewards on a profit, as opposed to usage, basis. Mr. Baldanza also worked at UPS, where he supervised the improvement of revenues and capital cost savings. Mr. Baldanza also currently serves as an Operating Partner for Sterling Investment Partners, a private equity firm, and as an Adjunct Professor of Economics at George Mason University. He holds a BA in Policy Studies and Economics (1984) from Syracuse University and an MPA (1986) from Princeton University in Urban and Regional Planning and Transportation Economics.


Jeff Rogers, 58
President

Mr. Rogers is currently a strategic advisor to TruckPark, an inventory management and booking platform for the trucking industry, and an operating advisor to Red Arts Capital, a private equity firm focused on supply chain and industrial businesses. From 2015 to 2020, Mr. Rogers served as CEO and director of Universal Logistics Holdings (“Universal Logistics”), a global asset-light provider of transport and logistics solutions. During an 18-month period at Universal Logistics, Mr. Rogers led multiple acquisitions in the International Intermodal space that provided strategic footprints and positively contributed to growth and profitability. From 1998 to 2013, Mr. Rogers held several executive positions at YRC Worldwide including CFO of YRC Regional Transportation (2006-2008), President of USF Holland Inc. (“Holland”) (2008-2011), a YRC subsidiary and President of YRC Freight (2011-2013). While President of USF Holland, Mr. Rogers led a significant turnaround, closing unprofitable locations and shrinking Holland’s footprint to focus on next-day and two-day lanes. From 1984 to 1998, Mr. Rogers held numerous finance and operations related roles at UPS. He holds a BS in Accounting (1988) from Kansas Newman University and an MBA (1995) from Baker University. Mr. Rogers is also an Army veteran and served as an Airborne Ranger from 1980 to 1984.


Philippe J. Kurzweil, 35
Chief Financial Officer

From 2020 to 2021, Mr. Kurzweil was a part of the investment team at Arch Companies, a real estate private equity firm, where he was responsible for deal sourcing, due diligence and financing. From 2013 to 2020, he was a Research Analyst at Corsair Capital Management LP, an investment advisor, where he was responsible for idea generation and investment underwriting. From 2008 to 2013, Mr. Kurzweil was a Senior Associate at Morgan Stanley Investment Management, an investment advisor, where he was responsible for macroeconomic research and the management of fixed income portfolios. He holds a BSE (2008) in Operations Research and Financing Engineering from Princeton University with highest honors.



Board of Directors

Richard N. Peretz, 59
Executive Chairman

Mr. Peretz currently serves on the Board of Directors for Tribe Capital Growth Corp. I and Tribe Capital Growth Corp. II, both special purpose acquisition companies, as well as for ELMS—Electric Last Mile, Inc., an EV company and is a director nominee for Altus Power, a clean energy C&I company. Mr. Peretz also serves as a venture partner for Playground Global, an early-stage investment firm. From 1981 to 2019, Mr. Peretz held a number of executive roles at United Parcel Service, Inc. (“UPS”) in US and Global operations as well as in Supply Chain Management. From 2015 to 2019, he served as Chief Financial Officer (CFO) and a member of the UPS Executive Leadership Team. The senior leadership team was responsible for the global company’s strategy and day to day operations in over 220 countries. Mr. Peretz oversaw all global financial operations and acted as senior liaison to the financial community. He spearheaded the move into technology-based operational capital investments and improved the capital structure along with the working capital for UPS. Prior to serving as CFO, Mr. Peretz was both the corporate Controller and Treasurer, leading all global M&A for UPS, overseeing nearly $3 billion in acquisitions globally in areas including healthcare logistics, truckload brokerage, business-to-business shipping and business-to-consumer shipping. Acquisitions at UPS included third-party logistics provider Coyote Logistics and healthcare logistics companies such as Marken, Polar Speed (UK), Poltraf (Poland), Cemelog (Hungary) and Pieffe Group (Italy). He helped strengthen UPS’s business-to-consumer portfolio with the acquisitions of iParcel (US) and Kiala (Europe). Mr. Peretz also helped expand the company’s international small package footprint in Turkey, Slovenia, Romania, South Korea, Vietnam and Costa Rica. Mr. Peretz also served on the team responsible for taking UPS public in 1999, the largest IPO in U.S. history at the time. Mr. Peretz served as an investment committee member for the UPS Strategic Venture Fund. Previously, he was a member of the Board of Directors for First International Bancorp. Mr. Peretz holds a BBA in Accounting (1985) from the University of Texas in San Antonio and an MBA (1995) from the Goizueta Business School at Emory University.


Hooman Yazhari, 48
Vice-Chairman

Mr. Yazhari is the Founder and CEO of Mobility Capital Group, an impact aligned investment manager providing credit-oriented capital for the next generation of enterprises and assets in mobility, logistics and transportation. Mr. Yazhari has served as an Independent Director of Voyager Aviation, a global aircraft lessor since 2017. He also has been a Co-Founder and Chairman of Beyond Capital Fund, an early stage and emerging market focused impact investment fund, since 2010. From February 2018 to March 2019, Mr. Yazhari served as Chief Executive Officer and a member of the Board of Directors of Waypoint Leasing, the largest independent global helicopter lessor and financier, where he led an operational and balance sheet restructuring and transformation and successful strategic sale of its operating assets and business, pursuant to a voluntary filing under Chapter 11 of the United States Bankruptcy Code, in March 2019. From 2015 to 2018, he served as General Counsel and Chief Administrative Officer for CHC Helicopter Corporation (“CHC”), a global helicopter services company, while taking on a leadership role in the operational and balance sheet restructuring and related turnaround, pursuant to a voluntary filing under Chapter 11 of the United States Bankruptcy Code. From 2012 to 2014, Mr. Yazhari served as General Counsel for International Lease Finance Corporation (“ILFC”), the largest global aircraft lessor, serving as part of the team that rebuilt and renewed the lessor after the global financial crisis and led it to a strategic sale. Mr. Yazhari previously served as an Independent Director of Speedcast Americas, Inc., a global telecommunication enterprise (2020-2021) and Vice Chairman and Lead Independent Director of Bristow Group, a global helicopter services company. Mr. Yazhari holds an LLM in Corporate and Commercial Law (1995) from the London School of Economics and Political Science, and a BA in Law (1994) from Jesus College, Oxford University.


Paul P. Jebely, 40
Independent Director

Currently, Mr. Jebely is a managing partner at Pillsbury Winthrop Shaw Pittman, where he also serves in various leadership positions, such as co-chair of aviation finance and co-chair of private wealth. His law practice is focused exclusively on the private and commercial aviation industry. He has served as counsel on billions of dollars of deals involving financing, acquisition, disposal and merger transactions in addition to handling numerous dispute, enforcement and restructuring situations. Mr. Jebely is well regarded in the aviation and legal industries, and has been named top private client attorney in Asia (2020) and rated top private aircraft attorney in Asia (2016 – 2020). From 2011 to 2016, Mr. Jebely held numerous positions at Clyde & Co where he rose to Senior Equity Partner and Global Head of Aviation Finance. From 2008 to 2011, Mr. Jebely held numerous positions at Ashurst, where he rose to head of their AMEA aviation practice. Mr. Jebely holds a JD (2005) from Osgoode Hall Law School at York University and a BA (2002) from Trinity Collage at the University of Toronto.


Brad Stewart, 44
Independent Director

Mr. Stewart is currently CEO and board member of Fair.com, a US-based automotive marketplace and technology company. Previously, from 2011 to 2019, Mr. Stewart held numerous executive roles at XOJet, the largest on-demand private jet services company in North America, most recently serving as Chairman and CEO. While leading XOJet, he oversaw a highly complex and regulated business with three separate business units: aircraft fleet ownership and operations; branded direct-to-consumer brokerage with membership/subscription; and shuttle operations. Concurrent with his tenure at XOJet, from 2014 to 2019, Mr. Stewart served as Senior Advisor to TPG Growth, the growth equity and venture capital division of a global private equity company, where he served on multiple portfolio company boards. From 2007 to 2010, Mr. Stewart served as Vice President and then Portfolio Company Advisor at Parthenon Capital, a middle market private equity company with expertise in financial, healthcare and business services. Mr. Stewart began his career as a consultant working at both McKinsey & Company (2004-2007) and Deloitte Consulting (1999-2002). Mr. Stewart holds an MBA from Columbia Business School (2004) and a BS in Corporate Finance from University of Minnesota’s Carlson School of Management (1999).


Parizad Olver Parchi, 41
Independent Director

Ms. Olver is currently the Founder and Managing Partner of Panorama Aero, a US-based special mission aerospace lessor and end-to-end logistics provider. Panorama Aero was founded in 2018 through the management buyout of Cowen Aviation Finance, a company Ms. Olver established and led while at Cowen. Immediately after founding Panorama Aero, she established a funding relationship with Fortress Investment Group, called Triangle Aero. From 2009 to 2018, Ms. Olver held numerous executive roles at Cowen Inc., a multinational investment bank, where she most recently served as President and CEO of Cowen Aviation Finance, an operating lessor funded by Cowen Inc. From 2007 to 2009, Ms. Olver served as a senior strategist at Fortress Investment Group’s Drawbridge Special Opportunities Fund, whose investment portfolio included structured product securities and related investments in the aircraft, equipment and specialty finance sectors. Ms. Olver’s investment experience began in 2005 at Ramius Capital Group, a multi-strategy hedge fund, where she was a special situations investor and co-managed an investment strategy that included a leasing book of distressed narrow body aircraft. She began her career at Morgan Stanley as an investment banking analyst from 2002 to 2005. Ms. Olver holds a BS (2001) from UC Berkley’s Haas School of Business and an MBA (2011) from Columbia University and London Business School.