Tevogen Bio Holdings Inc美股招股说明书(2025-05-07版)

Tevogen Bio Holdings Inc.42,474,978Shares of Common Stock 5,329,590 Shares of Common Stock Offered by the Registered Holders663,398 Warrants Offered by the Registered Holders This prospectus relates to the issuance by us of up to (i) 17,974,000 shares of Common Stock upon the exercise of the Warrants originally issued by SemperParatus as part of Semper Paratus’ (a) initial public offering and (b) Private Placement of units at a price of $10.00 per unit, with each unit consisting of one Class Aordinary share of Semper Paratus and one-half of a warrant and (ii) 24,500,000 shares of Common Stock issuable upon the achievement of certain earnout triggeringevents, as described in the prospectus contained herein. This prospectus also relates to the resale by the Registered Holders of up to (i) 5,329,590 of the Total ResaleShares and (ii) 663,398 Private Placement Warrants. The Total Resale Shares consist of (i) 500,000 shares of Common Stock underlying Private Placement Warrants that were purchased by SSVK Associates, LLC(“SSVK”), which was Semper Paratus’ sponsor, from Semper Paratus Sponsor LLC (the “Original Sponsor”), which was Semper Paratus’ original sponsor, in atransaction in which SSVK acquired 7,988,889 Class A ordinary shares of Semper Paratus and 1,000,000 Private Placement units for an aggregate purchase price of$1.00, (ii) 174,000 shares of Common Stock issued pursuant to the Conversion Agreements (as defined elsewhere in this prospectus) at an effective price of $10.00per share, (iii) 500,000 shares of Common Stock issuable upon the conversion of shares of Series A Preferred Stock at a conversion price of $4.00 per share, (iv)655,590 out of 10,337,419 shares of Common Stock issued upon assumption and subsequent conversion of the Tevogen Bio Convertible Notes (as definedelsewhere in this prospectus) that had an aggregate principal amount totaling approximately $24.0 million and accrued interest totaling approximately $2.9 million atthe time of the Business Combination (as defined elsewhere in this prospectus), (v) 300,000 shares of Common Stock issuable upon the conversion of shares ofSeries A-1 Preferred Stock at a conversion price of $10.00 per share, and (vi) 1,000,000 shares of Common Stock issued pursuant to the Loan Agreement (as definedelsewhere in this prospectus) as a commitment fee in consideration for providing us with a credit facility. We may receive up to an aggregate of approximately $207 million from the cash exercise of the Warrants. The exercise price of each of our Warrants is $11.50per warrant. However, the last reported sales price of our Common Stock on May 6, 2025 was $1.05. The likelihood that holders of Warrants will exercise theirWarrants, and therefore any amount of cash proceeds that we may receive, is dependent upon the trading price of our Common Stock. If the trading price for ourCommon Stock continues to be less than $11.50 per share, we do not expect holders to exercise their Warrants. Additionally, under certain circumstances, theWarrants may be exercised on a cashless basis and we would not receive any proceeds from such exercise. Accordingly, we have not included the net proceeds fromany exercise of the Warrants in our assessment of ourliquidity and operational funding needs. See “Risk Factors - Risks Related to Being a Public Company andOwnership of Securities -Any amount of cash proceeds that we may receive is dependent upon the trading price of our Common Stock relative to the exercise priceof the Warrants.” We expect to use the net proceeds from the exercise of such securities, if any, for general corporate and working capital purposes. We will have broad discretionover the use of any proceeds from the exercise of such securities. Any proceeds from the exercise of such securities would increase our liquidity and provideadditional funds for operations, but we are not currently budgeting for any cash proceeds from the exercise of Warrants when planning for our operational fundingneeds. For further information regarding our operational funding needs, see the section of this prospectus titled “Risk Factors - Risks Related to Our FinancialPosition and Need for Additional Capital - Our management has concluded that due to cash on hand, there is substantial doubt about our ability to continue as agoing concern.” We are registering the securities for resale including pursuant to certain of the Registered Holders’ registration rights under certain agreements between us andthe Registered Holders and to facilitate the Company’s call right with respect to the Series A Preferred Stock and Series A-1 Preferred Stock. Our registration of thesecurities covered by this prospectus does not mean that the Registered Holders will offer or sell any of the shares of Common Stock or Warrants. The RegisteredHolders may offer, sell or distribute all or a portion of their shares of Common Stock or Warrants publicly or through private transactions at prevailing market pricesor at ne