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                             November 20, 2023

       Surendra Ajjarapu
       Chief Executive Officer
       Semper Paratus Acquisition Corporation
       767 Third Avenue, 38th Floor
       New York, New York 10017

                                                        Re: Semper Paratus
Acquisition Corporation
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed November 13,
2023
                                                            File No. 001-41002

       Dear Surendra Ajjarapu:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A filed on November 13, 2023

       General

   1.                                                   We note that you
propose to extend your termination date to December 15, 2024, a date
                                                        which is 37 months from
your initial public offering, and that your units, public shares and
                                                        public warrants are
currently listed on Nasdaq. Section IM-5101-2 of the Nasdaq Listing
                                                        Rules requires that a
business combination be completed within 36 months of the
                                                        effectiveness of the
initial public offering registration statement. Please revise your
                                                        disclosure to explain
that your proposed termination date does not comply with this rule
                                                        and disclose the risks
associated with non-compliance, including that your securities may
                                                        be subject to
suspension and delisting from Nasdaq.
               We remind you that the company and its management are
responsible for the accuracy
       and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of
       action by the staff.
 Surendra Ajjarapu
Semper Paratus Acquisition Corporation
November 20, 2023
Page 2

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Cindy Polynice at 202-551-8707 or Tim Buchmiller at
202-551-3635 with
any other questions.



                                                           Sincerely,
FirstName LastNameSurendra Ajjarapu
                                                    Division of Corporation
Finance
Comapany NameSemper Paratus Acquisition Corporation
                                                    Office of Life Sciences
November 20, 2023 Page 2
cc:       Andrew M. Tucker, Esq.
FirstName LastName