UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to

Commission File No. 001-41002

SEMPER PARATUS ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

767 Third Avenue, 38th Floor New York, New York 10017

(Address of Principal Executive Offices, including zip code)

(913) 579-4170

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one Redeemable Warrant	LGSTU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share, included as part of the Units	LGST	The Nasdaq Stock Market LLC
Redeemable Warrants, each exercisable for one Class A ordinary share for $11.50 per share, included as part of the Units	LGSTW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐Accelerated filer
☒ Non-accelerated filer	☒ Smaller reporting company
	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐‌

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 21, 2023 there were 15,816,386 Class A ordinary shares, par value $0.0001 per share, and no Class B ordinary shares, of the registrant issued and outstanding.

EXPLANATORY NOTE

Semper Paratus Acquisition Corporation (the “Company”) filed its Quarterly Report on Form 10-Q for the six months ended June 30, 2023, with the Securities and Exchange Commission (“SEC”) on August 21, 2023 (the “Original Form 10-Q”). This Amendment No.1 is being filed solely to correct scrivener’s errors with respect to basic and diluted net income per share disclosures and basic and diluted weighted average shares for the six months ended June 30, 2023 in the original Condensed Consolidated Statement of Operations and in Note 2 of the Notes to Condensed Consolidated Financial Statements. Basic and diluted net income per share for Class A Ordinary Share, Class A Ordinary Share (non-redeemable) and Class B Ordinary Share for the six months ended June 30, 2023 was changed from $0.03 to $0.05 net income per share, and basic and diluted weighted average shares outstanding of Class A Ordinary Shares not subject to redemption was changed from 19,357,692 to 9,732,320 shares. In addition, the allocation of net income for Class A Ordinary Share, Class A Ordinary Share (non-redeemable) and Class B Ordinary Share for the six months ended June 30, 2023 was changed from $326,106, $639,835 and $74,403 to $469,766, $463,398 and $107,180, respectively.

Except as described above, this Amendment does not amend, modify, or otherwise update any other information in the Original Form 10-Q and does not reflect events occurring after the date of the filing of the Initial 10-Q. This Amendment continues to describe the conditions as of the date of the Original Form 10-Q, and accordingly, this Amendment should be read in conjunction with the Original Form 10-Q.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEMPER PARATUS ACQUISITION CORPORATION
Date: October 23, 2023	By:	/s/ Surendra Ajjarapu
	Name:	Surendra Ajjarapu
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: October 23, 2023	By:	/s/ Francis Knuettel II
	Name:	Francis Knuettel II
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)