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

Tevogen Bio Holdings Inc.42,474,978 Shares 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 exerciseof the Warrants originally issued by Semper Paratus 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 A ordinary share ofSemper Paratus and one-half of a warrant and (ii) 24,500,000 shares of Common Stock issuable upon theachievement of certain earnout triggering events, as described in the prospectus contained herein. This prospectusalso relates to the resale by the Registered Holders of up to (i) 5,329,590 of the Total Resale Shares and (ii) 663,398Private Placement Warrants. The Total Resale Shares consist of (i) 500,000 shares of Common Stock underlying Private Placement Warrantsthat were purchased by SSVK Associates, LLC (“SSVK”), which was Semper Paratus’ sponsor, from SemperParatus Sponsor LLC (the “Original Sponsor”), which was Semper Paratus’ original sponsor, in a transaction inwhich SSVK acquired 7,988,889 Class A ordinary shares of Semper Paratus and 1,000,000 Private Placement unitsfor an aggregate purchase price of $1.00, (ii) 174,000 shares of Common Stock issued pursuant to the ConversionAgreements (as defined elsewhere in this prospectus) at an effective price of $10.00 per share, (iii) 500,000 shares ofCommon Stock issuable upon the conversion of shares of Series A Preferred Stock at a conversion price of $4.00per share, (iv) 655,590 out of 10,337,419 shares of Common Stock issued upon assumption and subsequentconversion of the Tevogen Bio Convertible Notes (as defined elsewhere in this prospectus) that had an aggregateprincipal 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 CommonStock issuable upon the conversion of shares of Series 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 defined elsewhere in thisprospectus) 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. Theexercise price of each of our Warrants is $11.50 per warrant. However, the last reported sales price of our CommonStock on May 6, 2025 was $1.05. The likelihood that holders of Warrants will exercise their Warrants, and thereforeany amount of cash proceeds that we may receive, is dependent upon the trading price of our Common Stock. If thetrading price for our Common Stock continues to be less than $11.50 per share, we do not expect holders to exercisetheir Warrants. Additionally, under certain circumstances, the Warrants may be exercised on a cashless basis and wewould not receive any proceeds from such exercise. Accordingly, we have not included the net proceeds from anyexercise of the Warrants in our assessment of our liquidity and operational funding needs. See “Risk Factors - RisksRelated to Being a Public Company and Ownership of Securities - Any amount of cash proceeds that we may receiveis dependent upon the trading price of our Common Stock relative to the exercise price of the Warrants.” We expect to use the net proceeds from the exercise of such securities, if any, for general corporate and workingcapital purposes. We will have broad discretion over the use of any proceeds from the exercise of such securities.Any proceeds from the exercise of such securities would increase our liquidity and provide additional funds foroperations, but we are not currently budgeting for any cash proceeds from the exercise of Warrants when planning for our operational funding needs. For further information regarding our operational funding needs, see the sectionof this prospectus titled “Risk Factors - Risks Related to Our Financial Position and Need for Additional Capital -Our management has concluded that due to cash on hand, there is substantial doubt about our ability to continue asa going concern.” We are registering the securities for resale including pursuant to certain of the Registered Holders’ registrationrights under certain agreements between us and the Registered Holders and to facilitate the Company’s call rightwith respect to the Series A Preferred Stock and Series A-1 Preferred Stock. Our registration of the securitiescovered by this prospectus does not mean that the Registered Holders will offer or sell any of the shares of CommonStock or Warrants. The Registered Holders may offer, sell or distribute all or a portion of their shares of CommonStock or Warrants publicly or through private transactions at prevailing market prices or at negotiat