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                              October 26, 2021

       B. Ben Baldanza
       Chief Executive Officer
       Semper Paratus Acquisition Corporation
       767 Third Avenue, 38th Floor
       New York, New York 10017

                                                        Re: Semper Paratus
Acquisition Corporation
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed October 22,
2021
                                                            File No. 333-260113

       Dear Mr. Baldanza:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
October 20, 2021 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed October 22,
2021

       Exhibits

   1.                                                   We note the statement
in Exhibit 5.1 that counsel has assumed that, among other things,
                                                        "the Company (i) is
duly incorporated and is validly existing and in good standing, (ii) has
                                                        requisite legal status
and legal capacity under the laws of the jurisdiction of its
                                                        organization . . .; and
(iv) has the corporate power and authority to execute, deliver and
                                                        perform all its
obligations under the Warrant Agreement." We also note the assumptions
                                                        in paragraph h that the
issuance of securities will not conflict with the company's
                                                        organizational
documents. Because it is not appropriate for counsel to assume that the
                                                        registrant is legally
incorporated and has taken all corporate actions necessary to authorize
                                                        the issuance of the
securities, please have counsel remove the relevant assumptions in
 B. Ben Baldanza
Semper Paratus Acquisition Corporation
October 26, 2021
Page 2
      paragraphs g and h from its legal opinion. For guidance, refer to Section
II.B.3.a. of Staff
      Legal Bulletin No. 19.
2.    We note that your warrant agreement filed as Exhibit 4.4 does not appear
to contain an
      exclusive forum provision, while your disclosure on page 60 states that
your warrant
      agreement will designate the courts of the State of New York or the
United States District
      Court for the Southern District of New York as the sole and exclusive
forum for certain
      types of actions and proceedings. Please revise your disclosure for
consistency, or tell us
      why there appears to be an inconsistency between your disclosure and your
agreement.
      Further, if there is an exclusive forum provision in your warrant
agreement, please ensure
      that it is consistent with your disclosure in your filing, including
informing investors that
      "these provisions of the warrant agreement will not apply to suits
brought to enforce any
      liability or duty created by the Exchange Act or any other claim for
which the federal
      district courts of the United States of America are the sole and
exclusive forum."
      Alternatively, please tell us how you will inform investors of the
provision's limited
      applicability.
       You may contact Keira Nakada at 202-551-3659 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Katherine Bagley at 202-551-2545
with any other
questions.



                                                             Sincerely,
FirstName LastNameB. Ben Baldanza
                                                    Division of Corporation
Finance
Comapany NameSemper Paratus Acquisition Corporation
                                                    Office of Trade & Services
October 26, 2021 Page 2
cc:       Eric Klee
FirstName LastName