EX-FILING FEES 14 ex107.htm

Exhibit 107

Calculation of Filing Fee Tables

S-4

(Form Type)

Semper Paratus Acquisition Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

|  | Security Type |  | Security Class Title |  | Fee Calculation or Carry Forward Rule |  | Amount Registered |  |  | Proposed Maximum Offering Price Per Unit |  |  | Maximum Aggregate Offering Price |  |  | Fee Rate |  |  | Amount of Registration Fee |  |  | Carry Forward Form Type |  |  | Carry Forward File Number |  |  | Carry Forward Initial effective date |  |  | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Equity |  | Common Stock, par value $0.0001 per share |  | Other |  |  | 15,816,386 | (1)(2)(3) |  | $ | 10.77 | (4) |  | $ | 170,342,477.22 |  |  | $ | 0.00011020 |  |  | $ | 18,771.74 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Equity |  | Warrants to purchase Common Stock |  | Other |  |  | 17,250,000 | (1)(2)(5) |  | $ | — | (6) |  |  | — |  |  |  | — |  |  |  | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Equity |  | Common Stock, par value $0.0001 per share |  | Other |  |  | 120,000,000 ) | (7) |  | $ | 0.000833 | (8) |  | $ | 100,000 |  |  | $ | 0.00011020 |  |  | $ | 11.02 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Carry Forward Securities
Carry Forward Securities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Offering Amounts |  |  |  |  |  |  | $ | [●] |  |  |  |  |  |  | $ | 18,782.76 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Fees Previously Paid |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 0 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Total Fee Offsets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 0 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Net Fee Due |  |  |  |  |  |  |  |  |  |  |  |  |  |  | $ | 18,782.76 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

(1) | Upon the closing of the business combination (the “Business Combination”) described in the proxy statement/prospectus which forms a part of the Registration Statement on Form S-4 with which these Calculation of Filing Fee Tables are filed as Exhibit 107, the name of the registrant will be changed to “Tevogen Bio Holdings Inc.”
(2) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.
(3) | Represents the number of Class A ordinary shares (including Class A ordinary shares included in units) issued by Semper Paratus Acquisition Corporation (“Semper Paratus”) in its initial public offering registered on Form S-1 (SEC File No. 333-260113), less the number of shares that have been redeemed by its public shareholders, which, as a result of the Business Combination, will automatically be converted by operation of law into shares of Common Stock of the registrant.
(4) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares on The Nasdaq Global Market on September 11, 2023 in accordance with Rule 457(f)(1).
(5) | Represents the number of redeemable warrants issued by Semper Paratus in its initial public offering registered on Form S-1 (SEC File No. 333-260113) (including redeemable warrants included in units), which, as a result of the Business Combination, will become warrants to acquire the same number of shares of the registrant at the same price and on the same terms.
(6) | No registration fee is required pursuant to Rule 457(g) under the Securities Act.
(7) | The number of shares being registered represents the estimated number of shares of registrant Common Stock that are expected to be issued in connection with the Business Combination.
(8) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended. Tevogen Bio Inc (“Tevogen”) is a private company, no market exists for its securities, and Tevogen has an accumulated deficit. Therefore, the proposed maximum aggregate offering price of Tevogen shares is one-third of the aggregate par value of the Tevogen shares expected to be exchanged in the Business Combination.