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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 Form

 (Mark
One)

Annual Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 For
the fiscal year ended December 31, 2023

 or

Transition report pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 For
the transition period from ______ to ______

 Commission
file number: 001-41002

 Tevogen
Bio Holdings Inc.

 (Exact
name of registrant as specified in its charter)

 Delaware

 85-1284695

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Independence Boulevard, Suite #410

 Warren,
 New Jersey

 07059

 (Address
of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (877) 838-6436

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

 Title
 of each class

 Trading

 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, $0.0001 par value per share

 TVGN

 The
 Nasdaq Stock Market LLC

 Warrants,
 each exercisable for one share of Common Stock for $11.50 per share

 TVGNW

 The
 Nasdaq Stock Market LLC

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes
 No

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

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

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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 Yes No

 The
aggregate market value of the registrant's common stock held by non-affiliates as of June 30, 2023, the last business day of the
registrant's most recently completed second fiscal quarter, computed by reference to the price at which the common stock was last
sold on The Nasdaq Stock Market LLC on that date, was approximately $ 25,451,000.

 The
total number of shares of common stock outstanding as of April 26, 2024, was 164,614,418.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 FORM

 Page

 Item

 Business

 Item
 1A

 Risk Factors

 Item
 1B

 Unresolved Staff Comments

 Item
 1C

 Cybersecurity

 Item

 Properties

 Item

 Legal Proceedings

 Item

 Mine Safety Disclosures

 Item

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item

 [Reserved ]

 Item

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item

 Financial Statements and Supplementary Data

 Item

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls and Procedures

 Item
 9B

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

 Item

 Directors, Executive Officers, and Corporate Governance

 Item

 Executive Compensation

 Item

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item

 Certain Relationships and Related Transactions, and Director Independence

 Item

 Principal Accounting Fees and Services

 Item

 Exhibits and Financial Statement Schedule

 Item

 Form 10-K Summary

 EXPLANATORY
NOTE

 Prior
to February 14, 2024, Semper Paratus Acquisition Corporation ("Semper Paratus") was a special purpose acquisition company
formed for the purpose of effecting a merger, stock purchase, reorganization, or similar acquisition or business combination with one
or more businesses. On February 14, 2024 (the "Closing Date"), subsequent to the end of the fiscal year ended December 31,
2023, the fiscal year to which this Annual Report on Form 10-K (this "Annual Report") relates, Semper Paratus completed the
previously announced business combination pursuant to that certain Agreement and Plan of Merger by and among Semper Paratus, Semper Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus ("Merger Sub"), SSVK
Associates, LLC, Semper Paratus's sponsor (the "Sponsor"), in its capacity as purchaser representative, Tevogen Bio
Inc, a Delaware corporation ("Tevogen Bio"), and Dr. Ryan Saadi, in his capacity as seller representative (the "Merger
Agreement").

 As
contemplated by the Merger Agreement, on the Closing Date, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving
company and a wholly owned subsidiary of Semper Paratus (the "Merger," and together with the other transactions contemplated
by the Merger Agreement, the "Business Combination"). In connection with the closing of the Business Combination (the "Closing"),
we changed our name from "Semper Paratus Acquisition Corporation" to "Tevogen Bio Holdings Inc."

 As
of the open of trading on February 15, 2024, our common stock and public warrants began trading on The Nasdaq Stock Market LLC ("Nasdaq")
as "TVGN" and "TVGNW," respectively.

 Substantially
concurrently with the filing of this Annual Report, we will be filing Amendment No. 2 to our Current Report on Form 8-K originally
filed on February 14, 2024, which will include the audited financial statements of Tevogen Bio for the year ended December 31, 2023,
and related Management's Discussion and Analysis of Financial Condition and Results of Operations and unaudited pro forma
condensed combined financial information of the Company and Tevogen Bio as of December 31, 2023, and for the year then ended.
Interested parties should refer to our Current Reports on Form 8-K for more information.

as otherwise expressly provided herein or as the context otherwise requires, the information in this Annual Report does not reflect the
consummation of the Business Combination, which, as discussed above, occurred subsequent to the period covered hereunder.

 As
used in this Annual Report, unless otherwise noted or the context otherwise requires: (i) references to the "Company," "Tevogen,"
"we," "us," "our," and similar terms refer to Tevogen Bio Holdings Inc. (f/k/a Semper Paratus Acquisition
Corporation) and its subsidiaries; (ii) references to "Semper Paratus" are to Semper Paratus Acquisition Corporation prior
to the close of the Business Combination; (iii) references to "Tevogen Bio" are to Tevogen Bio Inc. (f/k/a Tevogen Bio Inc)
prior to the close of the Business Combination; (iv) references to "Sponsor" are to SSVK Associates, LLC; and (v) references
to "Original Sponsor" are to Semper Paratus Sponsor LLC.

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report contains statements that constitute "forward-looking statements" for purposes of the federal securities laws.
Forward-looking statements include, but are not limited to, statements that discuss future events, hopes, expectations, beliefs, intentions,
or strategies regarding the future, projections of results of operations or financial condition, changes in the markets in which we compete,
and trends in our business. In addition, any statements that refer to projections, forecasts, or other characterizations of future events
or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe,"
"contemplate," "continue," "could," "estimate," "expect," "intends,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "will," "would," and similar expressions or their opposites may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this
Annual Report may include, for example, statements about:

 the
 development of, potential benefits of, and patient access to our product candidates for the treatment of infectious diseases, cancer,
 and neurological disorders, including TVGN 489 for the treatment of COVID-19 and Long COVID;

 our
 ability to develop additional product candidates, including through the use of our ExacTcell platform;

 the
 anticipated benefits of ExacTcell;

 our
 expectations regarding our future clinical trials;

 our
 manufacturing plans;

 our
 ability to generate revenue in the future;

 our
 ability to manage, grow, and diversify our business and execute our business initiatives and strategy;

 expectations
 regarding the healthcare and biopharmaceutical industries;

 the
 potential liquidity and trading of our securities; and

 the
 future business, operations, and financial performance of our company.

 The
forward-looking statements contained in this Annual Report are based on management's current expectations, assumptions, and beliefs
concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will
be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond
our control), or other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. These risks and uncertainties include, but are not limited to, the factors set forth below in "Summary
of Risk Factors."

 Forward-looking
statements should be considered in light of these factors and the factors described elsewhere in this Annual Report, including in the
sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of
Operations." You should read these factors and the other cautionary statements made in this Annual Report as being applicable to
all related forward-looking statements wherever they appear in this Annual Report. It is not possible to predict or identity all such
risks. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events, or otherwise, except as may be required under applicable law.

 SUMMARY
OF RISK FACTORS

 We
are subject to a variety of risks and uncertainties, including risks that could have a material adverse effect on our business, financial
condition, results of operations, and cash flows. The following summary of the principal factors that make an investment in our securities
speculative or risky should not be relied upon as an exhaustive summary of the material risks facing us. You should read the following
summary together with the more detailed description of risks under "Risk Factors" in Item 1A of this Annual Report
and the other information contained in this Annual Report before investing in our securities. Capitalized terms not otherwise defined
below have been defined elsewhere in this Annual Report.

 Risks
Related to Our Financial Position and Need for Additional Capital

 We
 have a limited operating history, no products approved for commercial sale, have never generated revenue from product sales, and
 have a history of significant losses.

 There
 is substantial doubt about the ability to continue as a going concern due to cash on hand.

 We
 will require substantial additional financing to pursue our business objectives.

 Risks
Related to Development, Regulatory Review, and Product Approval

 Regulation
 of cellular therapy product candidates is rigorous, complex, uncertain, and subject to change.

 We
 have limited experience designing and implementing preclinical and clinical trials, which are complex, expensive, time-consuming,
 difficult to design and implement, and involve uncertain outcomes.

 We
 may be unable to develop, receive regulatory approval for, and commercialize our product candidates.

 We
 may encounter substantial delays and disruptions in the development of our product candidates.

 The
 FDA regulatory approval process is lengthy and time-consuming.

 We
 may never receive regenerative medicine advanced therapy designation for any product candidate, and this designation may not lead
 to a faster development or regulatory review or approval process.

 Our
 business is highly dependent on our first product candidate, TVGN 489.

 Results
 from our clinical trials may change and are subject to audit, validation, and verification procedures.

 Initial
 results and results of earlier trials may not be predictive of future results.

 Our
 TVGN 489 proof-of-concept clinical trial results may be less reliable than results in larger clinical trials.

 in product candidate manufacturing or formulation may result in additional costs or delay.

 ExacTcell
 is unproven and may not result in marketable products.

 We
 may fail to demonstrate the safety and efficacy of our product candidates, or serious adverse or unacceptable side effects may be
 identified during development.

 We
 may encounter difficulties enrolling patients in our clinical trials.

 We
 may be required to suspend, repeat, or terminate our clinical trials if they are not conducted in accordance with regulatory requirements,
 the results are negative or inconclusive, or the trials are not well designed.

 We
 may not achieve our projected development goals in the time frames we announce and expect.

 Disruptions
 at government agencies could hinder or prevent product development and commercialization.

 Development
 of product candidates in combination with other therapies presents additional regulatory risks.

 Risks
Related to Business Development and Commercialization

 Our
 commercial success depends upon attaining significant market acceptance of our product candidates.

 Regulated
 biologics may be subject to biosimilar competition.

 The
 incidence and prevalence of target patient populations are based on estimates and third-party sources.

 We
 will face extensive ongoing regulatory requirements and regulatory review after regulatory approval.

 We
 may be unable to establish sales and marketing capabilities.

 Failure
 to comply with or adapt to changes in data protection, privacy, and similar laws could materially and adversely harm our business.

 Computer
 systems may fail or suffer security breaches.

 Coverage
 and reimbursement may be limited or unavailable in certain market segments.

 Healthcare
 reform may negatively impact our ability to sell our product candidates profitably.

 We
 could violate healthcare fraud and abuse, false claims, and health information privacy and security laws.

 We
 could fail to comply with environmental, health and safety laws and regulations.

 Risks
Related to Manufacturing and Reliance on Third Parties

 The
 manufacture of cell therapies is subject to a multitude of manufacturing risks.

 Our
 efforts to establish manufacturing capabilities will involve time and expense and may not be successful.

 The
 loss of suppliers or their inability to supply us with adequate materials could harm our business.

 We
 may not obtain marketing approval for or successfully commercialize product candidates as a result of failures by third parties.

 We
 may not be able to establish collaborations on commercially reasonable terms.

 Risks
Related to Intellectual Property

 We
 may be unable to obtain and maintain sufficient patent protection for our product candidates or ExacTcell.

 Our
 patent protection could be reduced or eliminated for non-compliance with patent agency requirements.

 We
 may not be able to protect our intellectual property rights throughout the world.

 in patent law could diminish the value of patents in general.

 We
 may become involved in lawsuits to protect or enforce our intellectual property.

 Issued
 patents covering our product candidates could be found invalid or unenforceable if challenged in court.

 Third
 parties may initiate legal proceedings alleging that we are infringing their intellectual property rights.

 Others
 may claim an ownership interest in our intellectual property and our product candidates.

 We
 may be unable to protect the confidentiality of our proprietary information.

 We
 may be subject to claims asserting that our agents have wrongfully used or disclosed alleged trade secrets.

 Our
 trademarks and trade names may be inadequately protected.

 Intellectual
 property rights do not necessarily address all potential threats.

 Risks
Related to Our Business

 We
 are highly dependent on our key personnel.

 We
 may face substantial competition.

 We
 will need to grow the size of our organization.

 Product
 liability lawsuits against us could cause us to incur substantial liabilities and limit commercialization.

 We
 may be limited in our ability to use our net operating loss carryforwards.

 Risks
Related to Being a Public Company and Ownership of Securities

 The
 price of our Common Stock and Warrants may fluctuate significantly.

 Sales
 of a substantial number of our securities by existing securityholders could cause their price to fall.

 We
 may not have the funds necessary to satisfy our future obligations under the terms of our Preferred Stock.

 Failure
 to meet Nasdaq continued listing requirements could result in delisting of our securities.

 We
 incur increased costs due to operating as a public company, and our management devotes substantial time to compliance initiatives
 and corporate governance practices.

 We
 may issue additional shares of our Common Stock or other equity securities without your approval.

 We
 have no current plans to pay regular cash dividends on our Common Stock.

 We
 are an "emerging growth company" and a "smaller reporting company".

 Our
 management team has limited experience managing a public company.

 Analysts
 may not publish research about us or may change their recommendation regarding our Common Stock.

 We
 could become subject to securities litigation or stockholder activism.

 We
 may be required to take write-downs or write-offs, restructuring and impairment or other charges.

 We
 could fail to maintain proper and effective internal control over financial reporting.

 Certain
 individuals have substantial control over us.

 We
 may redeem warrants at a time that is disadvantageous to warrant holders.

 A
 warrant holder exercising warrants on a "cashless basis" will receive fewer shares of Common Stock from such exercise
 than through a cash exercise.

 Our
 public warrants may never be in the money and they may expire worthless.

 PART
I

 ITEM
1. BUSINESS

 Overview

 We
are a clinical-stage specialty immunotherapy company harnessing one of nature's most powerful immunological weapons, CD8+ cytotoxic
T lymphocytes ("CD8+ CTLs" or "CTLs"), to develop off-the-shelf, precision T cell therapies for the treatment
of infectious diseases, cancers, and neurological disorders, with the aim of addressing the significant unmet needs of large patient
populations. We believe that sustainability and commercial success in the forthcoming era of medicine will rely on ensuring patient accessibility
through advanced science, innovative business models and engagement across the development lifecycle and healthcare system. We aspire
to be the first biotechnology company offering commercially attractive, economically viable, and cost-effective personalized T cell therapies.

 We
believe our allogeneic, precision T cell technology platform, ExacTcell TM, represents a significant scientific breakthrough
that has the potential to produce a new class of off-the-shelf – manufactured and stored for immediate use – drugs with diverse applications
spanning virology, oncology, and neurology. ExacTcell is a set of processes and methodologies to develop, enrich, and expand single human
leukocyte antigen ("HLA") restricted CTL therapies with proactively selected, precisely defined targets. HLA molecules are
proteins that play an important role in the immune system's ability to recognize "self" versus "foreign."
There are numerous HLA types that vary from person to person. CD8+ CTLs, also known as killer T cells, are white blood cells that are
part of the immune system and destroy infected, malignant, or otherwise damaged cells. We are focused on using ExacTcell to develop allogeneic
therapeutics, meaning therapeutics that are intended to be infused in patients other than the original donor.

 ExacTcell
therapies are based on carefully selected, naturally occurring CTLs that are designed to recognize targets of interest from the body's
native T cell receptor pool, unlike genetically engineered T cell therapies. CD8+ CTLs in ExacTcell-based products target multiple and
distinct antigens, with the aim to circumvent the impact of mutations in viruses and cancer cells, which can render existing treatments
ineffective. ExacTcell is designed to maximize the immunologic specificity of our products in order to eliminate malignant and virally
infected cells while allowing healthy cells to remain intact. We believe this high degree of specificity has the potential to significantly
reduce the chances of cross-reactivity or adverse impact on healthy cells. Our confidence in ExacTcell is reflected in our development
pipeline, which has been carefully tailored to address the unmet needs of large patient populations grappling with life-threatening viral
diseases, both viral and non-viral induced cancers, and neurological disorders such as multiple sclerosis.

 The
first clinical product of ExacTcell, TVGN 489, is being developed to fill a critical gap in COVID-19 therapeutics for the immunocompromised
and the high-risk elderly, with potential applications in both treatment and prevention of chronic lingering
symptoms of the disease ("Long COVID"). Viruses, including COVID-19, hijack cellular machinery to transform infected cells
into virus production plants. Elimination of infected cells is necessary to allow them to be replaced by healthy, uninfected counterparts.
TVGN 489 consists of CTLs that are designed to be active against multiple precise, well defined, and well characterized targets spread
across the SARS-CoV-2 genome. The product progressed from pre-discovery to the clinic in less than 18 months, and in January 2023, we
completed the Phase 1 proof-of-concept clinical trial of TVGN 489 for the treatment of ambulatory, high-risk adult COVID-19 patients.
No dose-limiting toxicities or significant treatment-related adverse events were observed in the treatment arm. Secondary endpoints showing
a rapid reduction of viral load and that infusion of TVGN 489 did not prevent development of the patients' own T cell-related (cellular)
or antibody-related (humoral) anti-COVID-19 immunity were also met. None of the patients reported progression of infection, reinfection,
or the development of Long COVID during the six-month follow-up period. These clinical observations were mirrored by laboratory evidence
of the persistence of TVGN 489 cells for at least six months after treatment. We hope to launch a pivotal trial of TVGN 489 in COVID-19
patients with B cell malignancies as soon as late 2024, with studies of other highly vulnerable populations thereafter. TVGN 489 is also
in preclinical development for treatment and prevention of Long COVID.

 Business
Combination

 Prior
to February 14, 2024, Semper Paratus Acquisition Corporation ("Semper Paratus") was a special purpose acquisition
company formed for the purpose of effecting a merger, stock purchase, reorganization or similar acquisition or business combination
with one or more businesses. On February 14, 2024 (the "Closing Date"), Semper Paratus completed the previously
announced business combination pursuant to that certain Agreement and Plan of Merger by and among Semper Paratus, Semper Merger Sub,
Inc., a Delaware corporation and a wholly owned subsidiary of Semper Paratus ("Merger Sub"), SSVK Associates, LLC,
Semper Paratus's sponsor (the "Sponsor"), in its capacity as purchaser representative, Tevogen Bio Inc, a Delaware
corporation ("Tevogen Bio"), and Dr. Ryan Saadi, in his capacity as seller representative (the "Merger
Agreement").

 As
contemplated by the Merger Agreement, on the Closing Date, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving
company and a wholly owned subsidiary of Semper Paratus (the "Merger," and together with the other transactions contemplated
by the Merger Agreement, the "Business Combination"). In connection with the closing of the Business Combination, we changed
our name from "Semper Paratus Acquisition Corporation" to "Tevogen Bio Holdings Inc." As of the open of trading
on February 15, 2024, our common stock and public warrants began trading on The Nasdaq Stock Market LLC ("Nasdaq") as "TVGN"
and "TVGNW," respectively.

 Our
Pipeline

 We
are leveraging our understanding of immunotherapy and our ExacTcell platform to discover, validate, and build a proprietary pipeline
of T cell therapies with diverse targets in infectious disease, cancer, and neurological disorders. The figure below details our pipeline
of product candidates and their targets:

 Phase
 1 clinical trials are designed in part to generate proof of concept data and safety-related data on tolerability and side effects.

 A
 pivotal trial is a trial designed to generate data sufficient to support the filing of an application for regulatory approval. A
 pivotal trial may not necessarily be denoted as a Phase 3 clinical trial, and instead may be a Phase 2 or Phase 2/3 clinical trial.
 We believe that Phase 2, Phase 2/3, or Phase 3 clinical trials may serve as pivotal trials for TVGN 489.

 Our
 completed Phase 1 clinical trial of TVGN 489 was specifically conducted in ambulatory, high-risk adult patients with acute cases
 of COVID-19.

 We
 believe that the data from our completed Phase 1 clinical trial should be sufficient to serve as the basis for one or more later
 stage, potentially pivotal trials in acute COVID-19 patients with B-cell cancer immune suppression, other B cell immune suppressed
 acute COVID-19 patients without a B cell cancer indication, and for Long COVID prevention and treatment. We cannot be certain whether
 we will be permitted to move from a Phase 1 trial directly to a pivotal trial covering any specific target population until FDA reviews
 and concurs with or rejects our proposed plans, and FDA may require us to conduct further trials to generate additional safety and
 efficacy data prior to approval.

 Data
 collected in the completed Phase 1 trial of TVGN 489 includes and in all future trials of TVGN 489 is expected to include information
 regarding the incidence of Long COVID in patients treated with TVGN 489 versus untreated patients or those treated with alternate
 approaches.

 Our
Strategy

 Our
goal is to have a positive impact on patients' health and treatment equity by developing and commercializing personalized cell
therapies to treat infectious disease, cancer, and neurological disease. Key elements of our strategy to advance toward this goal include
the following:

 Advancing
 the clinical development of TVGN 489 for the treatment of COVID-19 and Long COVID. We completed a Phase 1 proof-of-concept
 trial of TVGN 489 for the treatment of high-risk ambulatory adult COVID-19 patients in January 2023 and hope to launch a pivotal
 trial in COVID-19 patients with B cell malignancies as soon as late 2024. TVGN 489 is also in development for other highly vulnerable
 COVID-19 patients and sufferers of Long COVID. We will undertake a Long COVID genetic predisposition trial early in the second quarter
 of 2024 in part to generate information needed to expeditiously conduct a Long Covid treatment trial that we expect to be launched
 in approximately the first quarter of 2025.

 Leveraging
 our ExacTcell platform to develop therapies for additional indications. In addition to TVGN 489, we are leveraging our ExacTcell
 platform to advance product candidates in virology, oncology, and neurology. Preclinical investigation is underway with product candidates
 for the treatment of Epstein-Barr virus-associated lymphomas, multiple sclerosis, and several other viral and cancer targets.

 Developing
 manufacturing capabilities, including through acquisitions. We will need to develop manufacturing capabilities for clinical
 and, if approved, commercial supply of our cell therapy products. Our efforts to develop manufacturing capability are currently focused
 on acquiring existing manufacturing facilities or constructing one or more new manufacturing facilities, including through collaboration
 with a potential facility development partner, and we have identified a potential clinical manufacturing facility for use.

 Forming
 strategic alliances and collaborating with partners to augment our capabilities. We may pursue strategic alliances with other
 biopharmaceutical companies with well-established presences in the specialties we aim to target for our indications. This may include
 co-marketing, co-promotion, and co-development relationships, or a partnership with a diagnostics company to help improve availability
 of rapid HLA testing. We also intend to explore options to work with partners to augment the study and treatment of patients and
 the impact of our product candidates, including medical professionals, healthcare professional networks, pharmacy benefit managers,
 insurance companies, and artificial intelligence companies.

 Our
ExacTcell Platform

 Our
ExacTcell platform and our therapies harness one of nature's own approaches to eradicating cancer and other diseases: the cytotoxic
or killer T cell. We believe that our patented ExacTcell precision allogeneic T cell development platform has the potential to be a broadly
applicable approach for developing convenient and reasonably priced cellular immunotherapies for the treatment of acute viral infections,
long-term consequences of viral infections such as Long COVID, viral- and non-viral-induced cancers, and certain neurological disorders.

 ExacTcell
focuses on the selection and expansion of naturally occurring, genetically unmodified CD8+ CTLs to target multiple, distinct, preselected
antigens present only on virus-infected or malignant cells and to kill those cells. We believe that by relying on CD8+ CTLs, ExacTcell
has the potential to produce an entirely new class of drugs that could present numerous benefits over existing platforms. In contrast
to other approaches, ExacTcell enables a single, specific HLA molecule to be targeted in a clinical product and the specific target peptides
to be known with certainty and precision. HLA molecules are proteins present on the cell surface that play an important role in the immune
system's ability to recognize "self" versus "foreign." Specifically, HLA molecules present foreign antigens
to T cells for eradication. There are numerous HLA types that vary from person to person.

 Killer
T cells are white blood cells that play a vital role in the immune system's defense against diseases, including viruses and cancer.
Most CTLs, including those developed with ExacTcell, express T cell receptors ("TCRs"), which are surface proteins that provide
each T cell with its unique immune specificity to recognize and react against specific foreign antigenic peptides of infected or malignant
cells. These foreign antigenic peptides are presented in conjunction with an HLA molecule. The CTLs destroy their infected or malignant
cell targets by inducing them to undergo apoptosis, or programmed cell death, by releasing cytolytic granules that produce pores in the
target cell's membrane. CTLs also possess a protein that spans the entirety of the cell membrane, known as Cluster Differentiation
8 (which makes them CD8+), that aids in the reaction. CD8+ T cells work in conjunction with HLA-class I molecules, and CD4+ T cells work
in conjunction with HLA-class II molecules.

 Currently
available cell-based immunotherapy approaches include genetically unmodified T cells applied to the treatment of viruses early after
transplant and genetically modified chimeric antigen receptor ("CAR") T cells used to treat a selected subset of malignancies.
We believe that to date, cellular therapy has not been harnessed to its full potential for clinical application. We believe that our
proprietary approach will allow T cell products to be generated with a much higher target-specific CD8+ content and better-defined target
specificity than existing commercially available approaches. Contrasted with our approach, the genetically unmodified T cells used after
hematopoietic stem cell transplantation for the treatment of viral infections have used large viral proteins, pools of peptides, or infected
cells to stimulate CTLs. These broader targets may stimulate both CD4+ and CD8+ T cell responses, resulting in more heterogeneous T cell
products with little information regarding the specific peptide targets recognized by the T cells. By stimulating with only carefully
defined smaller peptides that are selected to bind to a single HLA-class I molecule, our approach elicits a high degree of target-specific
CD8+ responses, which we believe may result in improved outcomes as compared to these other approaches. Knowing the specific peptide
targets also allows rapid identification of the impact of mutations on our CTL products.

 Due
to the targeted nature of the cells ExacTcell can produce, we also believe we may be able to avoid some of the unwanted corollary effects
observed in other T cell immunotherapies. For example, we believe products developed through ExacTcell could potentially avoid the high
incidence of adverse events, some life-threatening, such as cytokine release syndrome and neurotoxicity, that have been observed with
autologous and allogeneic CAR-T platforms. Autologous cell therapies are derived from a donor's own cells, as contrasted with allogenic
therapies such as ours, where cells are from third party donors.

 In
order to select candidate peptides for ExacTcell products, we rely on a combination of computer-facilitated prediction of the ability
of specific peptide candidates to bind to specific HLA molecules and published scientific research. Once candidates are selected, we
use tetramer staining to assess whether T cells recognize the target peptides and assess cytotoxicity against individual peptide-pulsed
and non-pulsed targets. This allows us to rapidly and proactively select multiple, precise, candidate T cell targets and then quickly
experimentally confirm them for use. Through our Tevogen.ai artificial intelligence initiative, we are exploring ways to deploy artificial
intelligence-powered target detection to further accelerate our product development pace, either internally or in collaboration with
leading entities in the field of artificial intelligence.

 As
illustrated in the figure below, we begin the ExacTcell process by collecting cells from a healthy donor. T cells from the donor are
exposed to the preselected targeted peptides and through a repetitive process of selection and expansion. CD8+ CTLs specific for the
targeted, antigenic peptides become the major cellular component of the final product. The expansion of the antigen specific CTLs is
extensive enough to produce over 100, and up to hundreds, of doses from a single donor. Those doses can then be used to treat hundreds
of patients who share the same HLA type.

 ExacTcell
stands in contrast with both autologous and allogeneic CAR-T platforms, which target antigens present on both healthy and diseased cells
and require genetic modification of the T cells. In autologous CAR-T approaches, the quantity and health of desired T cells in patient
blood samples used to manufacture the CAR-T product have been among the largest obstacles for T cell therapies to date. Much of this
is due to the chemotherapy treatments the patients have already received. Some existing CAR-T therapies may take weeks to manufacture,
may require patients to receive pre-infusion lymphodepleting ( i.e., immunosuppressing) chemotherapy as part of a lengthy preparation
process, and be hospitalized in many cases during the CAR-T cell infusion or afterwards due to the frequency of side effects from the
therapy such as cytokine release syndrome. These treatments may also require lifelong monitoring for the development and treatment of
infections due to eradication of normal parts of the immune system along with the cancer.

 More
recently, in November of 2023, FDA announced that it had "received reports of T-cell malignancies, including chimeric antigen receptor
positive lymphoma, in patients who received treatment with BCMA- or CD19-directed autologous CAR T cell immunotherapies." These
secondary malignancies resulted in hospitalization and death in a small subset of patients. On January 19, 2024, FDA required a class-wide
black box warning be added to the label of these CAR T products regarding this risk. FDA also underscored that the benefits of CAR-T
therapies continue to outweigh their risks but recommended lifelong monitoring of this potential side effect. Currently approved autologous
CAR-T platforms utilize the patient's own T cells to manufacture their products. These cells have previously been exposed to cancer
therapy and are genetically altered and subsequently expanded.

 In
contrast, CTLs generated using the ExacTcell platform come from a healthy donor with a normal immune system. ExacTcell CTLs are not genetically
altered in the manufacturing process and although they expand during manufacture, this is the expected response of a T-lymphocyte when
encountering its target antigen. The genetic modifications necessary to make CAR-T cells, which may be associated with the recent reports
of T-cell malignancies, are not utilized in the manufacture of our products made on the ExacTcell platform. Moreover, secondary malignancies
have not been described in the unmodified T cell products given to hundreds of post-transplant patients. Although our ExacTcell products
are not designed to be genetically modified, they are still in the early stages of testing, and only limited human and laboratory study
data are available regarding the risk profiles of our products. Allogeneic CAR-T approaches are in early-stage development, but concerns
exist regarding side effects similar to autologous CAR-T, and additionally, the development of graft versus host disease with allogeneic
CAR-T products, both of which we believe will be of lower risk with our platform.

 Hundreds
of doses per donor can be obtained using the ExacTcell approach, which is expected to facilitate off-the-shelf use and the ability to
administer doses within hours of diagnosis in the case of treatments against viruses where rapid therapeutic intervention is crucial.
Use of TVGN 489, for example, is expected to begin with a confirmatory COVID-19 test and rapid HLA typing for which results would be
available in six to eight hours, allowing selection of the proper product based on HLA type. After confirmation of HLA type, thawing
takes minutes, and cells are infused within ten minutes of thawing.

 The
convenience of "off-the-shelf" – manufactured and stored for immediate use – therapy has the potential to offer timely and
cost-efficient therapeutics by potentially eliminating the need for specialized medical facilities, unlike existing platforms. By producing
products in which the active CD8+ T cell components are present at high concentrations, we believe relatively small volumes will be required,
allowing our therapies to be easily and promptly delivered in the ambulatory setting as a very brief intravenous administration such
as in a physician's office.

 We
are working to further advance ExacTcell with a new, proprietary T cell receptor-engineered process ("TCR-T"), which we believe
may substantially increase the number of doses that can be produced from a single donor. Available technology can be used to allow us
to interrogate over a thousand individual T cells to determine which one kills peptide-pulsed targets fastest or kills the most in a
given timeframe. This highest performing T cell can then be isolated, and its T cell receptor sequenced, allowing us to make an artificial
TCR gene that can be introduced into CD8+ T cells collected from healthy donors. We believe this could allow at least a several-fold
increase in the number of desired CTLs as compared to our current approach. We expect efforts to produce second generation products based
on this process may begin shortly after and if initial regulatory approval of the first-generation product is obtained.

 Our
First Product Candidate

 Our
first product candidate, TVGN 489, is an off-the-shelf, allogeneic cytotoxic CD8+ T cell therapy designed to fill a critical gap in COVID-19
therapeutic solutions for the immunocompromised and the high-risk elderly, with potential applications in both treatment and prevention
of Long COVID. Treatment for these groups represents an area of unmet or incompletely met need which we believe TVGN 489 can significantly
address. We rapidly progressed TVGN 489 from pre-discovery to the clinic in only 18 months. TVGN 489 cells are derived from healthy donors
who recovered from a prior COVID-19 infection, and TVGN 489 is active against multiple, precise targets spread across the SARS-CoV-2
genome.

 In
January 2023, we completed a Phase 1 proof-of-concept trial of TVGN 489 for the treatment of ambulatory high-risk adult COVID-19 patients.
No dose-limiting toxicities or significant TVGN 489-related adverse events were observed in this trial at any of the four dosing levels
tested. Secondary endpoints showing a rapid reduction of COVID-19 viral load and to show that infusion of TVGN 489 did not prevent development
of the patient's own T cell-related (cellular) and antibody-related (humoral) anti-COVID-19 immunity were also met. In addition,
none of the patients in the treatment arm reported progression of infection, reinfection, or the development of Long COVID during the
six-month follow-up period. The TVGN 489 in the Phase 1 trial was formulated to match patients expressing HLA-A*02:01, the most common
HLA type in the population.

 We
believe TVGN 489 has the potential to be less susceptible to viral mutation than monoclonal antibodies, less susceptible to drug resistance
than antivirals, and to rapidly be able to overcome any increased immune evasion of current and emerging SARS-CoV-2 variants. We also
believe ExacTcell can enable us to deliver products faster, at a greater scale, and at lower cost than future competing cell therapies,
if any. Despite selection of T cell targets in 2020, the HLA-A*02:01 TVGN 489 product has maintained a high degree of activity through
the full range of studied delta and subsequent omicron variants. In contrast, most monoclonal antibodies were withdrawn from the market
for lack of efficacy related to the emergence of new variants, providing what we believe to be evidence of decreased susceptibility of
TVGN 489 to viral mutation. In addition, knowing the precise peptide targets of our therapy helps allow rapid assessment regarding their
preservation or loss as soon as new variants are sequenced. We check emerging COVID-19 variants against TVGN 489 targets on an ongoing
basis.

 COVID-19
Background

 COVID-19,
caused by the SARS-CoV-2 virus, has killed millions and infected hundreds of millions since its emergence in late 2019. Groups currently
most at risk for poor outcomes due to COVID-19 are immunocompromised individuals unable to mount an adequate immune response, such as
those with immune system cancers, immunodeficiency disorders, transplant recipients, patients with immune-mediated disorders requiring
immunosuppressive therapy, or high doses of corticosteroids, the elderly and the unvaccinated. For example, recent data shows that the
majority of COVID-19 deaths occur in people over the age of 65. The risk of severe illness from COVID-19 for an individual tends to escalate
with an increase in their number of underlying medical conditions. In addition to the acute impacts of infection, a significant portion
of those who have been infected by COVID-19 in the past develop more chronic and potentially debilitating symptoms afterwards, a condition
termed Long COVID. Of US adults, 17.6% had experienced symptoms of Long COVID, according to the Centers for Disease Control and Prevention's
("CDC's") household pulse survey taken from January 9 through February 5, 2024. As of October 2023, 5% of all adults
were still experiencing symptoms of Long COVID, according to a USA FACTS review of U.S. Census Bureau data. Despite the availability
of vaccines and emergence of initial therapeutics, significant gaps and shortcomings in treatment remain both for vulnerable patients
experiencing an acute infection and for Long Covid sufferers for whom there are no treatment options approved for the indication or its
underlying causes.

 Like
other viruses that have RNA as their genetic material, SARS-CoV-2 is constantly evolving through random mutations. New mutations can
potentially increase or decrease infectiousness and virulence. In addition, mutations can increase the virus' ability to evade
adaptive immune responses from past SARS-CoV-2 infection or vaccination. New variants of the SARS-CoV-2 virus continue to emerge, and
many people continue to be adversely affected by COVID-19, particularly those at the highest risk and sufferers of Long COVID. Moreover,
a growing body of scientific data suggests new immune-evasive variants are more likely to arise in immunocompromised patients because
they are less able to eradicate the virus. The longer duration of infection within the host affords the virus more opportunity to mutate
so as to evade the immune system.

 As
of May 2023, about 103 million cumulative confirmed COVID-19 cases were reported in the United States alone. While there has been a decrease
in the number of confirmed and reported cases, this is a multifactorial issue due in part to a decrease in testing by younger or healthier
individuals, reliance on home tests, the results of which are often not reported, expiration of federal funding for testing, and the
CDC's discontinuation of collection of testing data. However, a large number of Americans remain highly vulnerable to COVID-19
infection, including immunocompromised and elderly patients. For example, the rate of hospitalization in cancer patients with COVID-19
infection remains high, specifically for those under active chemotherapy or immunosuppression. There is therefore a high unmet need to
have an effective treatment available for these populations. Classic herd immunity leading to eradication of COVID-19 is unlikely, much
as is the case for influenza, respiratory syncytial virus (RSV), and other endemic respiratory viruses. This contrasts with smallpox,
for example, where both natural infection and vaccination eliminated virus transmission. SARS-CoV-2 infection and vaccination produce
a steadily waning natural and vaccine-induced immunity, respectively, but do not eliminate transmission. Although the number of daily
reported cases and deaths has declined, the emergence of more transmissible variants has led to spikes in cases and mortality, and variants
are expected to continue to evolve over time.

 The
current COVID-19 landscape is also characterized by continued vaccine hesitancy among a significant portion of the population, unequal
access to vaccines and treatment, lack of response in some immunocompromised and other high-risk groups, and breakthrough cases among
the vaccinated due in part to increased immune evasion by current and emerging variants and the relatively short duration of protection
by booster shots. We expect these circumstances to continue, which could adversely impact long-term community-level protective immunity.
In addition, we believe that the expiration of the U.S. federal Public Health Emergency and U.S. government funding for COVID-19 testing,
and treatment could lead to higher pricing for diagnostics and therapeutics.

 Only
two anti-viral agents, Nirmatrelvir/Ritonavir (Paxlovid) and Remdesivir, have been FDA-approved for the treatment of COVID-19. While
Paxlovid is indicated for treatment in individuals at high risk for viral progression, neither drug has been specifically authorized
for use in immunocompromised patients, creating a need for the development of novel therapies in this area. Both drugs also present challenges
for subsets of patients. Paxlovid is associated with many drug-drug interactions, resulting in the need to temporarily stop ongoing medications
or seek alternative therapy and thereby making it difficult for some patients to take. This is especially true for patients on multiple
medications, which is often true of high-risk patients requiring anti-COVID-19 treatment. Paxlovid is also known to be associated with
COVID-19 rebound, which has been calculated as high as 21% in ambulatory patients, according to a study published in the Annals of Internal
Medicine in November 2023. Although the rate of rebound in high-risk subgroups is less well-documented, we anticipate it may be as high
or higher in this group. Paxlovid also must be started within five days of symptom development to be effective. Remdesivir must be given
within seven days and is only available in intravenous form, requiring three daily infusions in a treatment center. Remdesivir has also
been associated with liver enzyme abnormalities and gastrointestinal side effects. Monoclonal antibodies to the viral spike protein were
introduced early in the pandemic for treatment of COVID-19, but typically have been rendered ineffective over time as the virus continues
to evolve. No therapies have been approved to treat the underlying causes of the symptoms of Long COVID, and significant research is
ongoing to determine why some patients fully recover while others develop long-term complications.

 Key
Advantages of TVGN 489

 Given
the ongoing spread of COVID-19 and its effects and continued gaps in treatment, there is a clear need for alternatives to current therapeutic
options for COVID-19. We believe TVGN 489 has been shown to be less susceptible to viral mutations than monoclonal antibodies and thus
able to overcome the increased immune evasion of current and emerging COVID-19 variants. We also believe TVGN 489 has the potential to
be less susceptible to drug resistance than antivirals. As contrasted with existing therapies, TVGN 489 is designed to recognize multiple
specific target peptides from distinct COVID-19 proteins, versus one or two targets typically derived only from the spike protein. Whereas
other viral therapies buy time for natural immunity to emerge and definitively control the virus, TVGN 489 provides natural immunity
directly and immediately to patients.

 TVGN
489's targets have also persisted in studied COVID-19 variants. We have observed TVGN 489's targets to be generally retained,
in nearly all cases at greater than a 95% level of retention, in the genome of all of the isolates of SARS-CoV-2 variants that we have
studied to date. This is in significant contrast with the target loss of anti-spike monoclonal antibody therapies, which led to the withdrawal
of emergency use authorizations ("EUAs") that had been granted during the now-expired COVID-19 National Public Health Emergency.
For example, the EUA for AbCellera Biologics' and Eli Lilly's bamlanivimab administered alone, which was granted in November
2020, was revoked in April 2021 due to a sustained increase in viral variants that were not sensitive to this product.

 COVID-19
variants have demonstrated how this virus is able to escape our immune system through mutation. However, we believe our proprietary approach
to manufacturing TVGN 489 may allow us to monitor the sequences of emerging variants and, if necessary, to proactively adjust or fine
tune our products to ensure that they continue to recognize and treat current and future variants of this and other viruses. For example,
with our approach, if a product contains T cells that recognize and target seven different peptides and one is lost through mutation,
that peptide can be dropped from future product batches. Similarly, if the mutation generates a new peptide target, that target can be
added to future batches. However, making these types of changes to TVGN 489 may require additional regulatory approvals, and there is
no guarantee that we will receive such approvals.

 TVGN
489 is also designed to be fast acting, as the cells are fully mature and crafted to be primed to act as soon as they find their way
to infected cells. All patients in the interventional arm of our Phase 1 clinical trial noted improved symptoms within two to three days,
which is shorter than the average noted by patients in the observational arm, and 83% of patients in the interventional arm had negative
nasal swab polymerase chain reaction tests within 14 days. The consistency of the resolution was suggestive of a treatment effect and
the observed period is in contrast to a range of up to 90 days in the general population. This observed consistency and rapidity of nasal
swab COVID-19 resolution was in a population where five individuals were on active immunosuppression for cancer and one for lupus at
the time of COVID-19 infection. Two patients on the trial went on to stem cell transplantation, an immunosuppressive procedure, within
a month of treatment. Neither experienced COVID-19 reactivation, which we believe further attests to the rapid acting nature of this
product. When immunocompromised patients get sick from COVID-19, their current treatment regimens for existing conditions are often stopped.
For oncology patients, this can be especially disruptive or even harmful. Given TVGN 489's design and these results, we believe
TVGN 489 may allow immunocompromised patients to recover and be able to return to their pre-COVID-19 treatment regimen with minimal delays.

 Production
of TVGN 489 and Mechanism of Action

 TVGN
489 cells are sourced from healthy donors who have recovered from a previous COVID-19 infection. These donor cells are subsequently expanded
by 600-fold or more by restimulating them toward specific peptide targets. This is accomplished by exposing them to antigen-presenting
cells and selectively isolating the T cells that recognize the specific targets. TVGN 489 is formulated to precisely target multiple
peptide targets spread across the SARS-CoV-2 genome, rather than focusing solely on the mutation-susceptible spike protein, which is
the primary target of most vaccines and monoclonal antibodies. Upon completion of the manufacturing process, the cells are frozen and
stored for future intravenous infusion.

 Administration
of TVGN 489 infuses the body with killer T cells that have been designed to attack COVID-19 infected cells. These highly purified, multi-target
CD8+ CTLs are intended to bind to and eliminate infected cells expressing the targeted peptides against which the CTLs were manufactured.
Peptides are presented in conjunction with the HLA molecule and the CTLs eradicate diseased cells expressing these viral or malignant
targets. To be clinically effective, a T cell therapy must be compatible with the patient's specific HLA type. Therefore, a panel
of HLA-specific CTL products is necessary to broadly cover and treat the population. In our next clinical trial of TVGN 489, we expect
to treat patients with the six most common HLA types, which we believe would represent between 60% and 65% of the COVID-19 infected population.
We plan to continue expansion into additional HLA types until we are confident that between 90% and 95% of the population could be treated
based on our research.

 We
believe that once bound to infected cells, TVGN 489 cells then destroy the infected cells through formation of an immunological synapse
between the killer cell and target and the release of cytotoxic granules from TVGN 489 into the target. These both produce pores in the
target cell's membrane and also trigger a process known as apoptosis, or programmed cell death, which is built into all our cells.
Then, once the infected cells die, new, healthy cells are able to grow in their place.

 Discovery
and Preclinical Data

 Our
approach to identifying CTL targets starts with computer-based prediction and then tests candidate peptides functionally with T cells. We use a technique known as tetramer staining to assess whether T cells recognized these target peptides, assessed cytotoxicity against
individual peptide-pulsed and non-pulsed targets, and selected final peptides for use in TVGN 489 on that basis.

 We
conducted multiple in-vitro studies of TVGN 489 in preparation for filing the investigational new drug application ("IND")
with FDA and observed strong antiviral activity against SARS-CoV-2 in these laboratory studies. In preclinical studies, we observed that
TVGN 489 cells kill target cells that are exposed to SARS-CoV-2 peptides, but not cells that are not exposed to those peptides. This
is illustrated in the figure below, which shows the percentage of cells killed over a four-hour period when targets were pulsed with
the peptides and when they were not, with the x-axis showing the lysis rates based on the ratio of CTLs to target cells.

 Identification
of appropriate COVID-19 peptide targets for additional HLA molecules remains ongoing, and we plan to continue this testing until we are
confident that between 90% and 95% of the COVID-19 infected population could be treated based on our research.

 Clinical
Development for COVID-19 Patients

 FDA
permitted our IND for TVGN 489 to proceed in May 2021, and we began enrolling patients in the Phase 1 proof-of-concept trial of TVGN
489 for the treatment of high-risk ambulatory adult COVID-19 patients in October 2021. Patients in the trial were newly diagnosed with
COVID-19 and were deemed to be at high risk for complications due to the presence of one or more underlying medical conditions defined
as high risk by the CDC, including among others cancer, hypertension, obesity, diabetes, cardiovascular disease, and old age. The trial,
which was conducted at Thomas Jefferson University Hospital in Philadelphia, was completed in January 2023.

 The
trial included two arms, with 12 patients in the treatment, or interventional, arm and 18 patients in the observational arm. Assignment
to the interventional arm versus the observational arm was based on each patient's HLA type. Patients expressing HLA-A*02:01, the
most common HLA type in the population, matched the CTLs and were enrolled in the interventional arm. Patients in the treatment arm had
been infected with either the delta variant or one of three omicron variants of COVID-19. Patients on the interventional arm had a higher
median number of comorbid conditions, a higher incidence of immune compromise, and a higher number of patients who were unvaccinated
or failed to respond to vaccination versus patients on the observational arm.

 Each
patient in the treatment arm received a single intravenous infusion of TVGN 489 within four days of diagnosis. Analysis of COVID-19 viral
load showed that the patients were early in their COVID-19 disease course. Patients were treated with TVGN 489 at one of four dose levels:
1 x 10 5 /kg; 3 x 10 5 /kg; 1 x 10 6 /kg; or 3 x 10 6 /kg. These dose levels were chosen based on
data regarding antiviral T cell therapy in hematopoietic transplant patients involving the administration of similar cell numbers. Three
patients were enrolled at each dosing level with the option to enroll three more if a significant side effect was observed. Each dose
level concluded with three patients rather than six and the treatment arm concluded with a total of 12 patients rather than 24, primarily
due to the absence of appreciable toxicities across all dose levels. The comparative arm, which was designed to end enrollment when treatment
arm enrollment was completed, concluded with 18 patients, appreciably less than what would have occurred if the treatment group required
additional enrollment. Observational arm patients received standard of care treatment, including monoclonal antibodies. Interventional
arm patients were monitored in the hospital for four days before being discharged and then were observed daily at home for ten additional
days and again at the one, two, three, and six-month anniversary of the initial infusion. Observational arm patients were monitored at
home over the same interval.

 The
primary endpoints of the trial, which were safety-related, were met. No dose-limiting toxicities or significant adverse events related
to TVGN 489, including acute infusion reactions, cytokine release syndrome, neurotoxicity, or instances of graft versus host disease,
were observed in any patient at any dose level of our Phase 1 trial of TVGN 489.

 Secondary
endpoints showing a rapid reduction of COVID-19 viral load and showing that infusion of TVGN 489 did not prevent development of the patient's
own T cell-related (cellular) and antibody-related (humoral) anti-COVID-19 immunity were also met. In other words, observations indicate
that TVGN 489 did not prevent the body from responding to the infection and generating its own CTLs and antibodies to COVID-19.

 All
treatment arm patients reported returning to their baseline level of health without COVID-19 symptoms within 14 days of treatment. All
such patients also reported symptom improvement within two to three days of treatment, which corresponded with a decrease in the COVID-19
viral load on PCR testing in the majority of patients. None of the patients who participated in the trial reported progression of their
COVID-19 infection and none developed COVID-19 or Long COVID during the six-month follow-up period. These clinical observations were
mirrored by laboratory evidence of the persistence of infused TVGN 489 cells for at least six months after treatment.

 Persistence
of infused therapeutic cells remains a significant issue in the T cell therapy space, leading to challenges in controlling viral infections,
preventing viral recurrence, and managing cancer relapse. The shorter the CTLs persist in the recipient, the less opportunity they have
to perform their intended therapeutic tasks. Genetic differences between donor and recipient in allogeneic cell products and new genes
introduced into autologous products can be recognized by the patient's immune system, which can encourage elimination of the administered
cells. This is one of the reasons why lymphodepleting therapy is commonly administered prior to CAR-T treatments. Maximizing the percentage
of CTLs in the products is also useful as the CTLs may receive re-stimulation from the virus infecting the patient and have a better
ability to protect themselves against elimination by the patient's immune system. Most studies of genetically unmodified CTLs have
suggested that they are eliminated within weeks, with three months, in highly immune-suppressed hematopoietic blood and marrow transplant
("HSCT") patients, being the longest that they typically are reported to persist. The highly immune-suppressed nature of
the HSCT patient group is thought to allow for longer than typical persistence.

 In
our Phase 1 clinical trial for TVGN 489, following infusion, peripheral blood of five patients was collected at various timepoints throughout
the six-month follow-up period. These samples were sent to Adaptive Biotechnologies ("Adaptive") to evaluate the persistence
of infused TVGN 489 in the patients following treatment, and Adaptive conducted analyses by sequencing protein chains of TCRs in the
samples. As seen in the figure below, Adaptive's data showed persistence of T cells present in the TVGN 489 product but absent
from the recipients prior to administration of TVGN 489. This subset of CTLs was found in all samples tested, including at the final
study assessment at six months. The TCRs used to recognize TVGN 489's peptides were also shown to be largely distinct from person
to person, making it highly unlikely that the cells from later timepoints derive from anything other than the product in these five different
patients. Taken together, we believe this data shows the persistence of TVGN 489 cells six months after administration.

 TVGN
489 COVID-19 Reactive CD8+ T Cells Detected Throughout the Six-Month Follow Up Period

 Expansion
and persistence of allogeneic T cells has been associated with disease control in many settings. Whether the prolonged persistence of
the CTLs used in this study is of benefit in the treatment of COVID-19, Long COVID, or alternate future viral or oncologic targets for
these CTLs merits further examination. However, the evidence of their prolonged persistence provides us with encouragement for future
applications of the ExacTcell platform, particularly in oncology.

 We
believe based on precedential industry examples, including in areas with high unmet needs or strong early phase clinical trial results,
that we may be able to commence pivotal trials of TVGN 489 on the basis of the results of our completed Phase 1 trial. A pivotal trial
is a trial designed to generate data sufficient to support the filing of an application for regulatory approval. Although the clinical
trial process usually includes three phases, a pivotal trial may not necessarily be denoted as a Phase 3 clinical trial, and instead
may be a Phase 2 or Phase 2/3 clinical trial. As soon as late 2024, we hope to begin a pivotal trial of TVGN 489 for the treatment of
COVID-19 in select vulnerable populations with humoral immune suppression due to B cell malignancy or the treatment thereof. Patients
with hematological malignancies continue to experience higher rates of hospitalization and death as compared to the general population
and those with solid tumors. Increased mortality, hospitalization, and incidence of Long COVID are higher in patients with B cell malignancies
due to inadequate vaccination response and the immunosuppressive consequences of treatment received for B cell cancers. While the major
acute outcomes of patients with hematological malignancies and COVID-19 have improved with increasing experience, delays in cancer treatment
due to the infection are increasingly recognized as a long-term impact of COVID-19 in this population. Whereas treatment arm patients
in our Phase 1 proof-of-concept clinical trial all had a single HLA type, we expect to treat patients in this pivotal trial who have
any of the six most common HLA types, which we believe would represent between 60% and 65% of the population. The primary endpoint of
this trial is planned to be reduced risk of hospitalization, with secondary endpoints relating to pace of viral load reduction, duration
of hospitalization, intensive care unit admissions, hours on supplemental oxygen, mortality, COVID-19 recurrence, Long COVID diagnosis,
and interruption in cancer treatment associated with COVID-19. At this stage, however, we cannot be certain whether we will be permitted
to move from a Phase 1 trial directly to a pivotal trial until FDA reviews and concurs with or rejects our proposed plans, and FDA may
require us to conduct further trials to generate additional safety and efficacy data.

 As
development of TVGN 489 continues, we may also seek FDA's regenerative medicine advanced therapy ("RMAT") designation
for TVGN 489, which as explained in "Regulatory Environment – Expedited Development and Review Programs" below, is intended
to facilitate efficient development and expedited review.

 Other
Target Patient Populations and Indications for TVGN 489

 Other
target patient populations for TVGN 489 that we are prioritizing include the treatment of COVID-19 in B cell immune suppressed acute
COVID-19 patients without a B cell cancer indication, elderly and infirm acute COVID-19 patients, and Long COVID sufferers. As noted
above, these patients are among those with the greatest need for effective treatment. We believe that the safety and the clinical benefit
data from our completed Phase 1 clinical trial in ambulatory, high-risk adult patients should be sufficient to serve as the basis for
later-stage and potentially pivotal trials in these patient groups as well as for the prevention of Long COVID. However, whether such
trials may serve as pivotal trials, the phase of these trials, and the dose level to be selected in each trial remains subject to discussions
with and agreement by FDA.

 We
also intend to develop TVGN 489 for the treatment of acute COVID-19 in patients on T cell suppressing drugs, including solid organ transplant
patients. The suppression of these patients' immune systems may make them more susceptible to developing graft versus host disease.
Based on data analyzed from hundreds of bone marrow transplant patients receiving T cell therapies showing almost no incidence of graft
versus host disease, we believe it unlikely that patients on T cell suppressing drugs would develop graft versus host disease as a result
of treatment with TVGN 489. However, we believe the possibility nonetheless merits an additional safety study in this target population
prior to moving forward with later stage clinical development. In addition, higher doses may also be required for efficacy in these patients
as compared to other patients, as T cell suppressing drugs may reduce the impact of TVGN 489, requiring more cells to produce comparable
effect.

 Recent
studies have detected persistent viral spike and nucleocapsid proteins in some Long COVID patients, suggesting a persistent viral reservoir
in those patients. If that is correct, we believe that TVGN 489 may circumvent Long COVID by preventing such a reservoir from being established
or by minimizing its size. No treated patients in our Phase 1 proof-of-concept trial developed Long COVID. We expect considerable additional
information on Long COVID prevention to be obtained from our planned acute COVID-19 treatment trials in which patients treated with TVGN
489 are expected to be compared to patients receiving standard of care treatment. We believe that the comparative data with respect to
patients in these trial arms going on to develop Long COVID should provide sufficient information to obviate a separate Phase 1 Long
COVID prevention trial, and that the significant unmet need for treatment in vulnerable patients as well as the efficacy data in preventing
Long COVID generated in these studies will lend further support for a streamlined development pathway. However, we cannot be certain
whether FDA will require us to conduct a separate prevention trial until FDA reviews and concurs with or rejects our proposed plans.

 Work
is also beginning to identify Long COVID biomarkers in preparation for Long COVID treatment trials. We believe that certain individuals
may be genetically predisposed to Long COVID, in that the HLA types of Long COVID patients may be skewed toward some HLA types and away
from others. However, very limited Long COVID-related HLA typing information has been published to date. We therefore plan to launch
a non-therapeutic blood draw study in the second quarter of 2024 to assess whether the Long COVID population generally reflects
or is skewed towards or away from certain HLA types and to determine the optimal HLA types to target in a therapeutic trial of TVGN 489
for the treatment of Long COVID. This will allow us to develop CTLs for the HLA types most commonly found in Long COVID. Following the
results of that study, we plan to begin a clinical trial in Long COVID treatment in approximately the fourth quarter of 2024. Specific
symptoms will also be explored for an association with the viral reservoir in advance of this trial. Additional studies in vulnerable
populations are expected to follow.

 Other
Discovery Programs, Product Candidates and Indications

 In
addition to TVGN 489, we have several product candidates under early-stage development in virology, neurology, and oncology using our
ExacTcell platform technology. We are developing Epstein-Barr virus ("EBV") specific CTLs for potential use in multiple sclerosis
("MS") and EBV-associated lymphomas. Our TVGN 601 is being developed for MS, and our TVGN 930 is being developed for EBV-associated
lymphomas. EBV is a common virus that infects over 90% of the world's adult population, according to the World Health Organization
(the "WHO"), and is mainly transmitted through saliva, but also through other body fluids such as blood and semen. EBV is
the leading cause of infectious mononucleosis, and infects B-cells, a type of immune cell. Recent studies have suggested a potential
link between infection with EBV and later onset of inflammation that causes MS, and EBV infection can lead to a variety of cancers and
cancer-like disorders, including lymphomas, nasopharyngeal cancers, Post-Transplant Lymphoproliferative Disorder, and others. Given the
widespread nature of EBV and the serious health problems it can cause, investigative work is underway to identify effective peptide targets
for this virus to further the development of TVGN 601 and TVGN 930. Investigative work is also underway to develop product candidates
targeted at human papilloma virus ("HPV")-related diseases, including TVGN 920 in cervical cancer and TVGN 960 in oropharyngeal
cancer, which is a type of mouth and throat cancer. Cervical cancer and oropharyngeal cancer are both commonly caused by HPV. According
to the WHO, HPV is responsible for 99% of cervical cancers. Mouth and throat cancers are more diverse, but the WHO estimates that about
70% of oropharyngeal cancers are due to HPV. Although a vaccine for HPV exists, the National Cancer Institute estimates that as of 2021,
only 58.5% of adolescents between the ages of 13 and 15 had received the recommended doses, estimated vaccination among older populations
is lower, and the COVID pandemic has shown that significant portions of the population will avoid vaccination. We believe that as with
other viral infections, the availability of both a preventative strategy and a treatment strategy is important to reduce incidence and
impact of disease and is investigating peptide candidates for HPV to further the development of TVGN 920 and TVGN 960.

 We
believe that our ExacTcell approach also presents a novel and highly specific technique to combating cancers with T cell therapy. Unlike
CAR-T or Bispecific T-cell Engager (BiTE) antibody approaches, which recruit a heterogeneous group of T cells to the tumor, our approach
would instead focus a highly purified population of CTLs on the tumor, which we believe may provide more potential to accomplish the
task of eradicating the cancer. Cancer cells may not always express an ideal T cell target on their own. However, it is possible to coat
a cancer cell with a well-recognized target peptide using monoclonal antibodies or liposomes. We believe this would allow our target
specific CTLs to then attack the cancer cells. We also believe that our approach has the potential to eventually bring the benefits of
cell therapies to first-line options in oncology, as well as to create products that may overcome current limitations of checkpoint inhibitors.

 T
cells can lose their ability to fight viruses and tumors in prolonged infections and cancer in a state called T cell exhaustion that
is characterized by the presence of certain biomarkers. Expression of these markers, which include PD-1, PDL-1, and LAG-3, has been observed
to be low level to absent in TVGN 489 cells. Moreover, TVGN 489 cells are functionally tested after generation, and have been observed
to remain strongly cytolytic at very low ratios of CTLs to target cells, which shows that they are not displaying the functional limitations
associated with T cell exhaustion.

 Manufacturing

 We
relied on a Clinical Trial Services and Materials Agreement with Thomas Jefferson University for the manufacture of TVGN 489 for our
Phase 1 proof-of-concept trial. However, we will need to develop manufacturing capabilities for clinical and, if approved, commercial
supply of our cell therapy products. Our efforts to develop manufacturing capability are currently focused on acquiring existing manufacturing
facilities or constructing one or more new manufacturing facilities, including through collaboration with a potential facility development
partner.

 Our
Commercialization Plans

 If
approved, we plan to globally commercialize TVGN 489 and our other product candidates aimed at serving a large patient population suffering
from infectious diseases, cancer, and multiple sclerosis. Our commercial and market access team has been diligently working alongside
our research and development team and external experts to better understand market dynamics, identify segments with high unmet needs,
map the patient journey, understand the competition within each segment, and identify opportunities for our product candidates. The same
team continues to offer input in portfolio planning and target prioritization for our research pipeline. We are also proactive in identifying
potential collaboration and service partners, including distribution partners for our sophisticated, cryopreserved cell therapy products
like TVGN 489. As part of our company's mission of patient centricity, we aim to collaborate with all stakeholders, including patients,
healthcare professionals, sales channel partners, public and private payers, and service providers. Essential commercial capabilities,
such as market analytics, pricing, and commercial operations functions, are continuously being developed as we progress toward the later-stage
development of TVGN 489.

 Artificial
Intelligence

 In
October 2023, we announced Tevogen.ai, a new early-stage initiative focused on harnessing the potential of artificial intelligence to
expedite drug development, optimize laboratory processes and clinical trials, unravel complex biological data, improve patient outcomes,
and pass on related savings to patients. We intend to assemble a team of research scientists, physicians, data scientists, and artificial
intelligence and machine learning engineers to help accomplish these goals by leveraging tools and techniques that might include large,
curated data sets, algorithmic models, pattern recognition, data analyses, automation, and artificial intelligence-powered software such
as chatbots. As an initial part of this initiative, we are specifically exploring ways to deploy artificial intelligence-powered target
detection to further accelerate our product development pace, either internally or in collaboration with leading entities in the field
of artificial intelligence. We also intend to explore the potential use of artificial intelligence to power tools that could anticipate
potential adverse reactions and efficacy concerns for and identify patients who would be most likely to respond to an investigational
therapy. The ability to search the human genome for specific peptide sequences might, for example, eliminate some peptide targets simplifying
the peptide screening/selection process. We have filed patents for algorithms to be trained against a curated dataset to predict immunologically
active HLA-peptide complexes and additionally to predict T-cell receptor engagement tied to specific HLA-peptide complexes.

 Our
History and Team

 We
were incorporated as a Cayman Islands exempted company in April 2021, and Tevogen Bio was established in June 2020 as a Delaware corporation.
Our senior leadership team is composed of eminent scientists and accomplished biopharmaceutical leaders. The team brings together diverse
experience across the entire life sciences spectrum, including biotechnology, pharmaceuticals, hospitals, public and private insurance,
education, and health policy. Additionally, our team holds substantial expertise in drug development, global product launches, and commercialization
and ensuring patient access across a range of therapeutic areas.

 Competition

 The
biotechnology industry, and in particular the cell therapy sector, are characterized by the rapid evolution of technologies and understanding
of disease etiology, and strong pursuit and defense of intellectual property. We believe that our approach, strategy, scientific development
capabilities, know-how, access to global experts, and experience provide us with competitive advantages. However, we expect future competition
in some of the indications we are targeting and from existing or emerging pharmaceutical and biotechnology companies as well as possibly
from governmental agencies, academic institutions, and public and private research institutions, among others. Some of our competitors,
either alone or through collaborations, have greater financial resources and expertise in research and development, conducting clinical
trials, manufacturing, obtaining regulatory approvals, and marketing approved products than we do. Smaller or early-stage companies may
also prove to be competitors, particularly through collaborative arrangements with large and established companies. Entities in the biotechnology
industry also compete with us in recruiting and retaining qualified scientific, clinical, and management personnel and may compete with
us in establishing clinical trial sites and enrolling patients in clinical trials as well as in acquiring technologies complementary
to, or necessary for, our programs. As a result, our competitors may discover, develop, license, or commercialize products before or
more successfully than we do.

 TVGN
489 is being developed to fill the critical gaps that exist in COVID-19 therapeutics for the immunocompromised and the high-risk elderly.
No treatments are specifically approved for immunocompromised patients as of the date of this Annual Report, and clinical trial data
of currently approved treatments in immunocompromised patients is limited. The National Institutes of Health's ("NIH")
COVID-19 Treatment Guidelines Panel, a group of clinical experts that has developed guidance on COVID-19 care (the "NIH Panel Guidelines"),
currently recommends prompt treatment of COVID-19 in non-hospitalized immunocompromised patients with antiviral drugs, but acknowledges
the limitations of these drugs and related research in such patients. Two antivirals are currently FDA-approved for COVID-19 treatment:
Gilead Science's Veklury (Remdesivir) for the treatment of mild-to-moderate COVID-19 in hospitalized or non-hospitalized
adults who are at high risk for progression to severe COVID-19, and Pfizer's Paxlovid (Nirmatrelvir/Ritonavir tablets) for the
treatment of mild-to-moderate COVID-19 in adults who are at high risk for progression to severe COVID-19. The NIH Panel Guidelines highlight
the limitation of the insights that clinical trials conducted for Remdesivir and for Nirmatrelvir/Ritonavir tablets in broader populations
can provide with respect to immunocompromised patients, as each trial enrolled only limited numbers of such patients. For example, a
retrospective study examining the use of Nirmatrelvir/Ritonavir tablets in vulnerable individuals with COVID-19 included only 13.2% highly
immunocompromised and 10.6% moderately immunocompromised patients with cancer, with cancer type and type immunosuppressive medications
not otherwise specified. Although the NIH Panel Guidelines acknowledge observation in retrospective studies of "some potential
benefits" of the use of Paxlovid for patients with "various immunocompromising conditions," they also note that because
the pivotal trial of Nirmatrelvir/Ritonavir tablets did not enroll many immunocompromised participants, "efficacy... was not established
for this population." Based on our target product profile, therefore, we anticipate that these products may not be direct competitors
in our target patient population. Moreover, we believe that TVGN 489's anticipated single outpatient infusion may be easier to
administer than Veklury's multiple infusions over a number of days. Additionally, Paxlovid requires daily doses, has a significant
number of drug interaction issues, as discussed in "COVID-19 Background" and noted by the NIH Panel Guidelines, and has experienced
numerous patient reports of disease relapse or rebound, which in each case we do not anticipate for TVGN 489 based on its design and
our Phase 1 proof of concept trial results. We do expect that these products may present direct competition in high-risk elderly patients,
but we are initially targeting immunocompromised indications.

 Monoclonal
antibodies have also previously been considered promising as an effective therapeutic option for COVID-19, including in immunocompromised
patients, and several had been granted EUAs. However, these treatments have had their EUAs revoked by FDA due to lack of efficacy stemming
from viral mutations. For example, AstraZeneca's Evusheld (tixagevimab co-packaged with cilgavimab), a monoclonal antibody pair
that previously had an EUA granted on December 8, 2021, for preventive use in immunocompromised patients, was undermined by viral mutations,
resulting in the revocation of its EUA in January 2023, only 13 months later. Evushield had previously been associated with a reduced
risk of mortality in ancestral strains of COVID-19, but the results of a trial reported in February 2024 showed that Evushield failed
to impact patient clinical status or increase viral clearance in hospitalized COVID-19 patients. This finding was thought to be due at
least in part to evasion of the therapy by newer COVID-19 variants, highlighting the difficulty of applying monoclonal antibody treatments
to COVID-19 therapy. There are nonetheless ongoing efforts to develop additional anti-COVID monoclonal antibodies for treatment and prevention
of Covid-19 infection. For example, in January 2024, Invivyd applied to FDA for EUA of its product, VYD222, a broadly neutralizing monoclonal
antibody used for COVID-19 prevention in immunocompromised individuals. While this product has shown in vitro activity against a currently
circulating variant, JN.1, it may remain vulnerable to novel viral mutations. Antibodies, unlike T-cells, recognize intact molecules.
Consequently, even remote mutations, not directly where the antibodies bind, may alter how the target molecule folds and its overall
shape and therefore prevent antibody binding. T-cells, in contrast, recognize small peptide breakdown products of proteins and are only
affected if the mutation is directly within the target peptide. Although it is possible that the epitope targeted by VYD 222 and others
like it will remain more durable, this remains to be seen.

 More
broadly, known companies developing virus-specific T cell therapies include Atara Biotherapeutics ("Atara Bio"), whose Ebvallo
(tabelecleucel) has received approval in Europe for treating a rare hematologic cancer caused by EBV. AlloVir, Inc. ("AlloVir") is another company developing
allogeneic T cell therapies for viral diseases. Neither Atara Bio nor AlloVir has an active development program for the treatment of
COVID-19. AlloVir conducted a Phase 1b trial of an allogeneic, partially HLA-matched product candidate in COVID-19 and reported results
of the trial in 2021 but has not continued clinical development. One patient in the trial experienced a recurrence of the disease and
died four weeks after treatment. Atara Bio announced in November 2023 that the Phase 2 trial of its T cell therapy, ATA 188, targeting
EBV-infected B cells and plasma cells in progressive forms of multiple sclerosis, failed to meet efficacy or biomarker endpoints. Patients
initially treated with placebo in this trial later received ATA 188, which we believe may have made it more challenging to discern a
difference between the study arms. ATA 188 targets only three latent EBV proteins, whereas our CTL peptide targets are selected from
all proteins expressed at the appropriate point in the viral life cycle, whether unique to that point in the viral life cycle or not.
This approach provides far more immunologic targets and thus more opportunities for viral control. In addition, ATA 188 is generated
against targets restricted by several HLA alleles, which is likely to reduce the functional dose of drug targeting any one HLA allele,
as contrasted with CTLs developed with ExacTcell, which are generated against a single HLA specificity and therefore allow a more precise
understanding and control of dosage.

 We
anticipate that we may face competition as new therapies enter the market and advanced technologies become available from time to time.
We expect that any treatments which we develop and commercialize will need to compete on, among other things, efficacy, safety, convenience
of administration and delivery, and price. Commercialization of any treatments we develop will be affected by the level of competition
from original and biosimilars products and the availability of reimbursement from government and other third-party payors.

 Our
ability to commercialize our proprietary cell products could be significantly and adversely affected if our competitors develop and commercialize
products that are more effective, have a better safety profile, are more convenient or are less expensive than our products. Our competitors
also may obtain relevant regulatory approvals for their products more rapidly than we may be able to obtain approval for ours, which
could result in our competitors obtaining a head start and establishing a frontrunner position before we are ready to commercialize.
If we are not able to compete effectively against our existing and potential competitors, our business, financial condition, results
of operations and growth prospects may be materially and adversely affected.

 Intellectual
Property

 Our
commercial success depends in part on our ability to obtain and maintain patent and other proprietary protection for our products and
methods, preserve the confidentiality of our trade secrets, operate without infringing, misappropriating, or otherwise violating the
valid, enforceable proprietary rights of others, and prevent others from infringing, misappropriating, or otherwise violating our proprietary
rights. We rely on a combination of patents, patent applications, and trade secrets to establish and protect our intellectual property
rights. Our ability to stop third parties from making, using, selling, offering to sell, or importing our products without the right
to do so may depend on the extent to which we have rights under valid and enforceable patents or trade secrets that cover these activities.

 We
continue to build our intellectual property portfolio and seek to protect our proprietary position by, among other things, filing patent
applications. Our patent estate includes patents and patent applications with claims relating to our product candidates, methods of use,
and methods of preparing the product candidates. As of March 15, 2024, our U.S. intellectual property portfolio includes three U.S. patents
relating to TVGN 489 for the treatment of COVID-19, nine pending U.S. patent applications, including two patent applications relating
to the treatment of COVID-19, five relating to the treatment of other viruses or cancer, and two related to artificial intelligence-driven
T cell target identification and receptor engagement, as well as eleven ex-U.S. patent applications, including applications in Australia,
Canada, Europe, Japan, Qatar, and United Arab Emirates directed at viral specific T cells, methods of treating and preventing viral infections,
and methods for developing CD3+CD+ cells against multiple viral epitopes for the treatment of viral infections, which have anticipated
expiration dates through July 29, 2042.

 In
the United States, our three issued utility patents, all of which will expire on December 9, 2040, are U.S. Patent No. 11,191,827 covering
methods of treating COVID-19 infection using COVID-19 peptide specific CTLs, U.S. Patent No. 11,207,401 covering COVID-19 peptide-specific
CTLs, and U.S. Patent No. 11,219,684 covering methods of manufacturing COVID-19 peptide specific CTLs. A pending utility patent application
in the United States directed at viral specific T cells and methods of treating and preventing viral infections has an anticipated expiration
of December 9, 2041.

 In
addition, we have applied for registered trademark protection for "Tevogen Bio" (and design) as well as "ExacTcell"
with the U.S. Patent and Trademark Office (the "USPTO").

 We
determine strategy for claim scope for our patent applications on a case-by-case basis, taking into account advice of counsel and our
business model and needs. We file patents containing claims for protection of useful applications of our proprietary technologies and
any product candidates, including new applications or uses we discover for existing technologies and product candidates, based on our
assessment of their strategic value. We continuously reassess the number and type of patent applications, as well as our pending and
issued patent claims, to ensure maximum coverage and value are obtained for our processes and compositions, given existing patent office
rules and regulations.

 Human
Capital Resources

 Our
success depends on our ability to attract and retain highly qualified management and personnel. As of April 26, 2024, we had 17 full-time
and no part-time employees. We value a work culture that encourages employees, contractors, and vendors to contribute their unique and
diverse perspectives, to harness optimism and creativity, and to be ready to learn and develop solutions towards a common and greater
purpose of developing accessible immunotherapies. Our work culture is centered around four "CORE" values: Curiosity, Optimism,
Respect, and Equality. We believe it is essential and necessary that these values are instilled and maintained in each of our employees
to foster a collaborative culture. At our current size, ensuring this culture is primarily achieved through the recruitment process.
Talent recruitment at our current stage is setting the foundation for further company growth. When attracting talent, we ensure that
every job description mentions our core values, and the importance of these values in achieving our mission. Beyond evaluating experience,
job applicants are also evaluated based on their values and passions. We believe it is necessary that each employee represents our four
core values. As our employee numbers increase, we plan to create more defined programs to further enhance our company culture and retention
of personnel.

 Regulatory
Environment

 Government
Regulation and Product Approval

 In
the United States, biological products are subject to regulation under the Federal Food, Drug, and Cosmetic Act (the "FDCA"),
and the Public Health Service Act (the "PHSA"), and other federal, state, and local statutes and regulations. Both the FDCA
and PHSA and their corresponding regulations govern, among other things, the research, development, clinical trials, testing, manufacturing,
quality control, safety, purity and potency (efficacy), labeling, packaging, storage, record keeping, distribution, reporting, marketing,
promotion, advertising, post-approval monitoring, and post-approval reporting involving biological products. Along with third-party contractors,
we will be required to navigate the various preclinical and clinical regulatory obligations and the commercial approval requirements
of the governing regulatory agencies of the countries in which we wish to conduct studies or seek approval or licensure of our product
candidates. The processes for obtaining regulatory approvals in the United States, along with subsequent compliance with applicable laws
and regulations and other regulatory authorities, require the expenditure of substantial time and financial resources.

 Government
policies may change and additional government regulations may be enacted that could prevent or delay further development or regulatory
approval of any product candidates, product or manufacturing changes, additional disease indications or label changes. We cannot predict
the likelihood, nature or extent of government regulation that might arise from future legislative or administrative action.

 Review
and Approval for Licensing Biologics in the United States

 In
the United States, FDA regulates our current product candidates as biological products, or biologics, under the FDCA, the PHSA, and associated
implementing regulations. Biologics, like other drugs, are used for the diagnosis, cure, mitigation, treatment, or prevention of disease
in humans. In contrast to low molecular weight drugs, which have a well-defined structure and can be thoroughly characterized, biologics
are generally derived from living material (human, animal, or microorganism), are complex in structure, and thus are usually not fully
characterized.

 Biologics
are also subject to other federal, state, and local statutes and regulations. The failure to comply with applicable statutory and regulatory
requirements at any time during the product development process, approval process, or after approval may subject a sponsor or applicant
to administrative or judicial enforcement actions. These actions could include the suspension or termination of clinical trials by FDA,
FDA's refusal to approve pending applications or supplemental applications, withdrawal of an approval, issuance of warning or untitled
letters, product recalls, product seizures, total or partial suspension of production or distribution, import detention, injunctions,
fines, refusals of government contracts, restitution, disgorgement of profits, or civil or criminal investigations and penalties brought
by FDA, the Department of Justice ("DOJ"), and other governmental entities.

 An
applicant seeking approval to market and distribute a biologic in the United States must typically undertake the following:

 completion
 of non-clinical laboratory tests and studies performed in accordance with FDA's good laboratory practice ("GLP")
 regulations;

 manufacture,
 labeling and distribution of investigational drugs in compliance with FDA's current good manufacturing practice ("cGMP")
 requirements;

 submission
 to FDA of an IND, which must become effective before clinical trials may begin and must be updated annually and when significant
 changes are made;

 approval
 by an independent institutional review board ("IRB") for each clinical site before each clinical trial may be initiated;

 performance
 of adequate and well-controlled human clinical trials in accordance with FDA's Good Clinical Practices ("GCP")
 to establish the safety, purity, and potency of the proposed biological product candidate for its intended purpose;

 after
 completion of all pivotal clinical trials, preparation of and submission to FDA of a Biologics License Application ("BLA")
 requesting marketing approval, which includes providing sufficient evidence to establish the efficacy, safety, purity, and potency
 of the proposed biological product for its intended use, including from results of nonclinical testing and clinical trials;

 satisfactory
 completion of an FDA advisory committee review, when appropriate, as may be requested by FDA to assist with its review;

 satisfactory
 completion of one or more FDA inspections of the manufacturing facility or facilities at which the proposed product, or certain components
 thereof, are produced to assess compliance with cGMP and data integrity requirements to assure that the facilities, methods, and
 controls are adequate to preserve the biological product's identity, strength, quality, and purity and, if applicable, FDA's
 good tissue practice ("GTP") requirements for human cellular and tissue products;

 satisfactory
 completion of FDA inspections of selected clinical investigation sites to assure compliance with GCP requirements and the integrity
 of the clinical data;

 satisfactory
 completion of an FDA sponsor GCP inspection, often conducted at the applicant's headquarters facility;

 payment
 of user fees (unless there is a waiver, exemption, or reduction) under the Prescription Drug User Fee Act ("PDUFA") for
 the relevant year;

 FDA's
 review and approval of the BLA to permit commercial marketing of the licensed biologic for particular indications for use in the
 United States;

 compliance
 with post-approval requirements, including the potential requirements to implement a Risk Evaluation and Mitigation Strategy ("REMS"),
 to report adverse events and biological product deviations, and to complete any post-approval studies; and

 completion
 of any post-approval clinical studies required by FDA, such as confirmatory trials or pediatric studies.

 From
time to time, legislation is drafted, introduced, and passed in Congress that could significantly change the statutory provisions governing
the testing, approval, manufacturing, and marketing of biological products regulated by FDA. In addition to new legislation, FDA regulations,
guidance documents, and policies are often revised or interpreted by the agency in ways that may significantly affect the regulation
of biological products in the United States. It is impossible to predict whether further legislative changes will be enacted or whether
FDA regulations, guidance, policies, or interpretations will change, and the effects of any such changes.

 Preclinical
and Clinical Development

 Before
an applicant can begin testing the potential product candidate in human subjects, the applicant must first conduct preclinical studies.
Preclinical studies may include laboratory evaluations of product chemistry, toxicity, and formulation, as well as in vitro and animal
studies to assess the potential safety and activity of the drug for initial testing in humans and to establish a rationale for therapeutic
use. Preclinical studies are subject to federal regulations and requirements, including GLP regulations, which govern the conduct of
animal studies designed to test a product's safety. None of our preclinical studies to date have been animal studies. The results
of an applicant's preclinical studies are submitted to FDA as part of an IND.

 An
IND is a request for authorization from FDA to administer an investigational new drug product to humans. An IND is an exemption from
the FDCA that allows an unapproved drug to be shipped in interstate commerce for use in a clinical trial. Such authorization must be
secured prior to interstate shipment and administration of a biological drug that is not subject of an approved BLA. In support of an
IND, applicants must submit a protocol for each clinical trial, which details, among other things, the objectives of the trial, the parameters
to be used in monitoring safety and the effectiveness criteria to be evaluated. A separate submission to the existing IND must be made
for each successive clinical trial conducted during product development and for any subsequent protocol amendments.

 Human
clinical trials may not begin until an IND is effective. The IND automatically becomes effective 30 days after receipt by FDA, unless
FDA raises safety concerns or questions about the proposed clinical trial within the 30-day time period. In such a case, FDA may place
the IND on clinical hold and the IND sponsor must resolve any of FDA's outstanding concerns or questions before the clinical trial
can begin. Submission of an IND therefore may or may not result in regulatory authorization to begin a clinical trial.

 FDA
may also place a clinical hold or partial clinical hold on a clinical trial following commencement of the trial under an IND. A clinical
hold is an order issued by FDA to the sponsor to delay a proposed clinical investigation or to suspend an ongoing investigation. A partial
clinical hold is a delay or suspension of only part of the clinical work requested under the IND. For example, under a partial clinical
hold, FDA may instruct a sponsor not to enroll any new patients into a study, but permit the previously enrolled patients to continue
in the study. No more than 30 days after imposition of a clinical hold or partial clinical hold, FDA will provide the sponsor a written
explanation of the basis for the hold. Following issuance of a clinical hold or partial clinical hold, an investigation may only resume
after FDA has notified the sponsor that the investigation may proceed. FDA will base that determination on information provided by the
sponsor addressing the deficiencies previously cited or otherwise satisfying FDA that the investigation can proceed.

 Clinical
trials involve the administration of the investigational product to human subjects under the supervision of qualified investigators in
accordance with GCP regulations, which include the requirement that all research subjects provide their informed consent for their participation
in any clinical trial. If a sponsor chooses to conduct a foreign clinical study under an IND, all FDA IND requirements must be met unless
waived. When the foreign clinical study is not conducted under an IND, the sponsor must ensure that the study complies with GCP regulations
in order to use the study as support for an IND or application for marketing approval, including review and approval by an IRB and informed
consent from subjects.

 Furthermore,
an independent IRB for all sites participating in a clinical trial must review and approve the plan for any clinical trial and its informed
consent form before the clinical trial begins at each site, and must monitor the trial until completed. Regulatory authorities, the IRB,
or the sponsor may suspend a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to
an unacceptable health risk or that the trial is unlikely to meet its stated objectives.

 Some
trials also include oversight by an independent group of qualified experts organized by the clinical trial sponsor, known as a data safety
monitoring board ("DSMB"). DSMBs review unblinded study data at pre-specified times during the course of the study. If the
DSMB determines that there is an unacceptable safety risk for subjects or other grounds, such as no demonstration of efficacy, the DSMB
can make a recommendation to the sponsor to modify or stop the trial.

 Other
grounds for a sponsor's decision to suspend or terminate a study may be made based on evolving business objectives or competitive
climate.

 For
purposes of BLA approval, clinical trials are typically conducted in the following sequential phases:

 Phase
 1: The investigational product is initially introduced into a small group of healthy human
 subjects or patients with the target disease or condition. These trials are designed to test
 the safety, dosage tolerance, absorption, metabolism and distribution of the investigational
 product in humans and the side effects associated with increasing doses. These trials may
 also yield early evidence of effectiveness.

 Phase
 2: The investigational product is administered to a slightly larger patient population with
 a specified disease or condition to evaluate the preliminary efficacy, optimal dosages, and
 dosing schedule and to identify possible adverse side effects and safety risks. Multiple
 Phase 2 clinical trials may be conducted to obtain information prior to beginning larger
 and more expensive Phase 3 clinical trials.

 Phase
 3: The investigational product is administered to an expanded patient population to further
 evaluate dosage, to provide statistically significant evidence of clinical efficacy and to
 further test for safety, generally at multiple geographically dispersed clinical trial sites.
 These clinical trials are intended to generate sufficient data to statistically demonstrate
 the efficacy and safety of the product, to establish the overall risk/benefit ratio of the
 investigational product, and to provide an adequate basis for product approval by FDA.

 These
phases may overlap or be combined. In some cases, FDA may require, or companies may voluntarily pursue, additional clinical trials after
a product is approved to gain more information about the product, referred to as Phase 4 trials.
Such post-approval trials are conducted following initial approval, often to develop additional data and information relating to the
use of the product in new indications.

 Progress
reports detailing the results of the clinical trials must be submitted at least annually to FDA. In addition, IND safety reports must
be submitted to FDA for any of the following: serious and unexpected suspected adverse reactions in study subjects; findings from epidemiological
studies, pooled analysis of multiple studies, animal or in vitro testing, or other clinical studies, whether or not conducted under an
IND, and whether or not conducted by the sponsor, that suggest a significant risk in humans exposed to the drug; and any clinically important
increase in the rate of a serious suspected adverse reaction over such rate listed in the protocol or investigator brochure.

 A
sponsor's planned clinical trials may not be completed successfully within any specified period, or at all. Furthermore, FDA or
the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects
are being exposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution,
or an institution it represents, if the clinical trial is not being conducted in accordance with the IRB's requirements or if the
drug has been associated with unexpected serious harm to patients. FDA will typically inspect one or more clinical sites to assure compliance
with GCP and the integrity of the clinical data submitted.

 During
clinical development, the sponsor often refines the indication and endpoints on which the BLA will be based. For endpoints based on patient-reported
outcomes ("PROs"), the process typically is an iterative one. FDA has issued guidance on the framework it uses to evaluate
PRO instruments. Although the agency may offer advice on optimizing PRO instruments during the clinical development process, FDA usually
reserves final judgment until it reviews the BLA.

 Concurrent
with clinical trials, companies often complete additional animal studies, and develop additional information about the chemistry and
physical characteristics of the drug and finalize a process for manufacturing the product in commercial quantities in accordance with
cGMP. The manufacturing process must be capable of consistently producing quality batches of the drug candidate and, among other things,
must develop methods for testing the identity, strength, quality, purity and potency of the final drug. Additionally, appropriate packaging
must be selected and tested, and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable
deterioration over its shelf life.

 BLA
Submission and Review

 Assuming
successful completion of all required clinical testing in accordance with all applicable regulatory requirements, an applicant may submit
a BLA requesting licensing to market the biologic for one or more indications in the United States. The BLA must include the results
of nonclinical studies and clinical trials; detailed information on the product's chemistry, manufacture, controls; and proposed
labeling. Under the PDUFA, a BLA submission is subject to an application user fee, unless a waiver, reduction, or exemption applies.

 FDA
will initially review the BLA for completeness before accepting it for filing. Under FDA's procedures, the agency has 60 days from
its receipt of a BLA to determine whether the application will be accepted for filing and substantive review. If the agency determines
that the application does not meet this initial threshold standard, FDA may refuse to file the application and request additional information,
in which case the application must be resubmitted with the requested information and review of the application delayed.

 After
the BLA is accepted for filing, FDA reviews the BLA to determine, among other things, whether a product is safe, pure, and potent and
if the facility in which it is manufactured, processed, packed, or held meets standards designed to assure the product's continued
identity, strength, quality, safety, purity, and potency. To ensure cGMP, GLP, GCP, GTP, and other regulatory compliance, an applicant
must incur significant expenditure of time, money, and effort in the areas of training, record keeping, production and quality control.
In addition, FDA expects that all data be reliable and accurate, and requires sponsors to implement meaningful and effective strategies
to manage data integrity risks. Data integrity is an important component of the sponsor's responsibility to ensure the safety,
efficacy and quality of its product or products.

 For
cellular products, FDA will not approve the product if the manufacturer is not in compliance with the GTPs, to the extent applicable.
GTPs are FDA regulations and guidance documents that govern the methods used in, and the facilities and controls used for, the manufacture
of human cells, tissue, and cellular and tissue-based products ("HCT/Ps"), which are human cells or tissue intended for implantation,
transplant, infusion, or transfer into a human recipient. The primary intent of the GTP requirements is to ensure that cell and tissue-based
products are manufactured in a manner designed to prevent the introduction, transmission and spread of communicable disease. FDA regulations
also specify how HCT/P establishments must register and list their HCT/Ps with FDA and how they must evaluate donors through screening
and testing, where applicable.

 If
FDA determines that the application, manufacturing process or manufacturing facilities are not acceptable, it will outline the deficiencies
in the submission and often will request additional testing or information. Notwithstanding the submission of any requested additional
information, FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.

 The
performance goals and policies implemented by FDA under the PDUFA generally provide for FDA action on an original BLA within 10 months
of filing, which (as discussed above) typically occurs within 60 days of submission, but that deadline is extended in certain circumstances.
Furthermore, the review process is often significantly extended by FDA's requests for additional information or clarification.

 FDA
may refer applications for novel products or products that present difficult questions of safety or efficacy to an advisory committee.
Typically, an advisory committee consists of a panel that includes clinicians and other experts who will review, evaluate, and provide
a recommendation as to whether the application should be approved and, if so, under what conditions. FDA is not bound by the recommendations
of an advisory committee, but it considers such recommendations carefully when making decisions and usually has followed such recommendations.

 After
FDA evaluates a BLA and conducts inspections of manufacturing facilities where the investigational product and/or its components will
be produced, FDA may issue an approval letter or a Complete Response Letter ("CRL").
An approval letter authorizes commercial marketing of the biologic with specific prescribing information for specific indications. A
CRL will describe all of the deficiencies that FDA has identified in the BLA, except that where FDA determines that the data supporting
the application are inadequate to support approval, FDA may issue the CRL without first conducting required inspections, testing submitted
product lots and/or reviewing proposed labeling. If and when the deficiencies have been addressed to FDA's satisfaction in a resubmission
of the BLA, FDA will issue an approval letter. In issuing the CRL, FDA may recommend actions that the applicant might take to place the
BLA in condition for approval, including requests for additional data, information, or clarification. FDA may delay or refuse approval
of a BLA if applicable regulatory criteria are not satisfied, and may require additional testing or information and/or require new clinical
trials. Even with submission of this additional information, FDA ultimately may decide that the application does not satisfy the regulatory
criteria for approval.

 During
the approval process, FDA will determine whether a REMS is necessary to help ensure the benefits outweigh the risks of the biologic.
A REMS is a safety strategy to manage a known or potential serious risk associated with a product and to enable patients to have continued
access to such medicines by managing their safe use, and could include medication guides, physician communication plans or elements to
assure safe use, such as restricted distribution methods, patient registries and other risk minimization tools. If FDA concludes that
a REMS is needed, the BLA sponsor must submit a proposed REMS and FDA will not approve the BLA without a REMS that the agency has determined
is acceptable.

 If
FDA approves a product, it may limit the approved indications for use for the product, or require that contraindications, warnings, or
precautions be included in the product labeling. FDA may also require that post-approval studies, including Phase
4 clinical trials, be conducted to further assess the drug's safety after approval. FDA may prevent or limit further marketing
of a product based on the results of post-market studies or surveillance programs.

 FDA
may also require testing and surveillance programs to monitor the product after commercialization. For biologics, such testing may include
official lot release, which requires the manufacturer to perform certain tests on each lot of the product before it is released for distribution.
The manufacturer then typically must submit samples of each lot of product to FDA, together with a release protocol showing a summary
of the history of manufacture of the lot and the results of all of the manufacturer's tests performed on the lot. FDA may also
perform certain confirmatory tests on lots of some products itself, before releasing the lots for distribution by the manufacturer.

 In
general, an approved BLA only allows the sponsor to market the biologic as approved, without modification. If, for example, a sponsor
modifies an approved T cell product to target different peptides or in our case to target another HLA type, the sponsor would be required
to either file a supplemental BLA with FDA or receive FDA approval for a comparability protocol in order to implement this change into
the final product.

 FDA
may withdraw the product approval if compliance with pre- and post-marketing requirements is not maintained or if problems occur after
the product reaches the marketplace.

 Post-Approval
Requirements

 Any
products manufactured or distributed pursuant to FDA approvals are subject to pervasive and continuing regulation by FDA, including,
among other things, requirements relating to recordkeeping, periodic reporting, reporting of certain deviations and adverse experiences,
product sampling and distribution, and advertising and promotion of the product. After approval, many types of changes to the approved
product, such as adding new indications, manufacturing changes and additional labeling claims, are often subject to further testing requirements
and FDA review and approval, depending on the nature of the post-approval change. There also are continuing user fee requirements, under
which FDA assesses an annual program fee for each product identified in an approved BLA. Biologic manufacturers and their third-party
contractors are required to register their facilities with FDA and certain state agencies. These facilities are subject to routine and
periodic unannounced inspections by FDA and certain state agencies for compliance with cGMP, post-marketing safety reporting and data
integrity requirements, which impose certain procedural and documentation requirements to assure quality of manufacturing and product.
FDA has increasingly observed cGMP violations involving data integrity during site inspections and is a significant focus of its oversight.
Requirements with respect to data integrity include, among other things, controls ensuring complete and secure data; activities documented
at the time of performance; audit trail functionality; authorized access and limitations; validated computer systems; and review of records
for accuracy, completeness, and compliance with established standards.

 Post-approval
changes to the manufacturing process are strictly regulated, and, depending on the significance of the change, may require FDA approval
before being implemented. FDA regulations also require investigation and correction of any deviations from cGMP and impose reporting
requirements upon the sponsor and any third-party manufacturers that the sponsor may use. Accordingly, manufacturers must continue to
expend time, money, and effort in the area of production and quality control to maintain compliance with cGMP, data integrity, pharmacovigilance,
and other aspects of regulatory compliance.

 FDA
may withdraw the approval if compliance with regulatory requirements and standards is not maintained or if problems occur after the product
reaches the market. Later discovery of previously unknown problems with a product, including adverse events of unanticipated severity
or frequency, or with manufacturing processes, or failure to comply with regulatory requirements, may result in revisions to the approved
labeling to add new safety information; imposition of post-approval studies to assess new safety risks; or imposition of distribution
or other restrictions under a REMS. Other potential consequences include, for example:

 restrictions
 on the marketing or manufacturing of a product, complete withdrawal of the product from the market, or product recalls;

 fines,
 warning or untitled letters, or holds on post-approval clinical studies;

 refusal
 of FDA to approve pending applications or supplements to approved applications, or suspension or revocation of existing product approvals;

 product
 seizure or detention, or refusal of FDA to permit the import or export of products; or

 permanent
 injunctions and consent decrees, including the imposition of civil or criminal penalties.

 FDA
strictly regulates the marketing, labeling, advertising, and promotion of prescription drug products placed on the market. A company
can make only those claims relating to safety and efficacy, purity and potency that are approved by FDA and in accordance with the provisions
of the approved labeling. FDA's regulation includes, among other things, standards and regulations for direct-to-consumer advertising,
communications regarding unapproved uses, industry-sponsored scientific and educational activities and promotional activities involving
the Internet and social media. Promotional claims relating to a product's safety or effectiveness are prohibited before the drug
is approved. After approval, a product generally may not be promoted for uses that are not approved by FDA, as reflected in the product's
prescribing information. In the United States, healthcare professionals are generally permitted to prescribe drugs for such uses not
described in the drug's labeling, known as off-label uses, because FDA does not regulate the practice of medicine. However, FDA
regulations impose rigorous restrictions on manufacturers' communications and prohibit the promotion of off-label uses. It may
be permissible, under very specific, narrow conditions, for a manufacturer to engage in non-promotional, non-misleading communication
regarding off-label information, such as distributing scientific or medical journal information.

 If
a company is found to have promoted off-label uses, it may become subject to adverse public relations and administrative and judicial
enforcement by FDA, the DOJ, or the Office of the Inspector General of the Department of Health and Human Services ("HHS"),
as well as other federal and state authorities. This could subject a company to a range of penalties that could have a significant commercial
impact, including civil, administrative, and criminal fines, penalties, and agreements that materially restrict the manner in which a
company promotes or distributes products. The federal government has levied large civil, administrative, and criminal fines and penalties
against companies for alleged improper promotion, and has also requested that companies enter into Corporate
Integrity Agreements and Consent Decrees of Permanent Injunction under which specified promotional conduct is changed or curtailed.

 The
distribution of prescription drugs and biologics are subject to the Drug Supply Chain Security Act ("DSCSA"), which requires
manufacturers and other stakeholders to comply with product identification, tracing, verification, detection and response, notification,
and licensing requirements. In addition, the Prescription Drug Marketing Act and its implementing regulations and state laws limit the
distribution of prescription pharmaceutical product samples, and the DSCSA imposes requirements to ensure accountability in distribution
and to identify and remove prescription drug and biological products that may be counterfeit, stolen, contaminated, or otherwise harmful
from the market.

 Expedited
Development and Review Programs

 FDA
offers a number of expedited development and review programs for qualifying product candidates. The fast-track program is intended to
expedite or facilitate the process for reviewing new products that meet certain criteria. Specifically, new products are eligible for
fast-track designation if they are intended to treat a serious or life-threatening disease or condition and demonstrate the potential
to address unmet medical needs for the disease or condition. A product intended to treat a serious or life-threatening disease or condition
may also be eligible for breakthrough therapy designation to expedite its development and review. Any marketing application for a biologic
submitted to FDA for approval, including a product with a fast-track designation and/or breakthrough therapy designation, may be eligible
for other types of FDA programs intended to expedite FDA review and approval process, such as priority review and accelerated approval.
FDA also may grant accelerated approval to certain products studied for their safety and effectiveness in treating serious or life-threatening
diseases or conditions.

 The
RMAT designation, which we are currently planning to seek for some of our therapies, is intended to facilitate an efficient development
program for, and expedite review of, any drug that meets the following criteria: (1) the drug is a cell therapy, therapeutic tissue engineering
product, human cell and tissue product, or any combination product using such therapies or products, with limited exceptions; (2) the
drug is intended to treat, modify, reverse, or cure a serious or life-threatening disease or condition; and (3) preliminary clinical
evidence indicates that the drug has the potential to address unmet medical needs for such a disease or condition. Like breakthrough
therapy designation, RMAT designation provides potential benefits that include more frequent meetings with FDA to discuss the development
plan for the product candidate and eligibility for rolling review and priority review. Products granted RMAT designation may also be
eligible for accelerated approval on the basis of a surrogate or intermediate endpoint reasonably likely to predict long-term clinical
benefit, or reliance upon data obtained from a meaningful number of sites (including through expansion to additional sites) so as to
remove any likelihood of site-specific or investigator-specific bias on the evidence of effectiveness. Once approved, when appropriate,
FDA can permit fulfillment of post-approval requirements for RMATs receiving accelerated approval through the submission of clinical
evidence, clinical studies, patient registries, or other sources of real-world evidence such as electronic health records; through the
collection of larger confirmatory datasets; or through post-approval monitoring of all patients treated with the therapy prior to approval.

 Fast
track designation, breakthrough therapy designation, priority review, accelerated approval, and RMAT designation do not change the standards
for approval but may expedite the development or approval process.

 Patent
Term Restoration and Marketing Exclusivity

 After
approval, owners of relevant drug or biological product patents may apply for up to a five year term patent extension to restore a portion
of patent term lost during product development and FDA review of a BLA if approval of the application is the first permitted commercial
marketing or use of a drug or biologic containing the active ingredient under the Drug Price Competition and Patent Term Restoration
Act of 1984, referred to as the Hatch-Waxman Act. The allowable patent term extension is
calculated as one-half of the product's testing phase, which is the time between the effective date of an IND and initial BLA submission,
and all of the approval phase, which is the time between BLA submission and approval, up to a maximum of five years. The time can be
shortened if FDA determines that the applicant did not pursue approval with due diligence. The total patent term after the extension
may not exceed 14 years from the date of FDA approval of the product. Only one patent claiming each approved product is eligible for
restoration and the patent holder must apply for restoration within 60 days of approval, even if the product cannot be commercially marketed
at that time. The USPTO, in consultation with FDA, reviews and approves the application for patent term restoration.

 For
patents that might expire during the BLA application phase, the patent owner may request an interim patent extension. An interim patent
extension increases the patent term by one year and may be renewed up to four times. For each interim patent extension granted, the post-approval
patent extension is reduced by one year. The director of the USPTO must determine that approval of the product candidate covered by the
patent for which a patent extension is being sought is likely. Interim patent extensions are not available for a product candidate for
which a BLA has not been submitted.

 Biosimilars
and Marketing Exclusivities

 The
Biologics Price Competition and Innovation Act ("BPCIA") created an abbreviated approval
pathway for biological product candidates shown to be highly similar to or interchangeable with an FDA licensed biological product. A
biological product on which another biological product candidate's BLA relies to establish biosimilarity is known as a reference
product. Biosimilarity sufficient to reference a prior FDA-approved product requires that there be no differences in conditions of use,
route of administration, dosage form and strength, and no clinically meaningful differences between the biological product candidate
and the reference product in terms of safety, purity, and potency. Biosimilarity must be shown through analytical trials, animal trials
and at least one clinical trial, unless the Secretary of HHS waives a required element. A biosimilar product candidate may be deemed
interchangeable with a prior approved product if it meets the higher hurdle of demonstrating that it can be expected to produce the same
clinical results as the reference product and, for products administered multiple times, the biological product candidate and the reference
biologic may be switched after one has been previously administered without increasing safety risks or risks of diminished efficacy relative
to exclusive use of the reference biologic. Complexities associated with the larger, and often more complex, structures of biologics,
as well as the process by which such products are manufactured, pose significant hurdles to implementation of the abbreviated approval
pathway that are still being resolved by FDA.

 A
reference biologic is granted 12 years of exclusivity from the time of first licensure of the reference product, and no application for
a biosimilar can be submitted for four years from the date of licensure of the reference product. The first biological product candidate
submitted under the abbreviated approval pathway that is determined to be interchangeable with the reference product has exclusivity
against a finding of interchangeability for other biologics for the same condition of use for the lesser of (i) one year after first
commercial marketing of the first interchangeable biosimilar, (ii) 18 months after the first interchangeable biosimilar is approved if
there is no patent challenge, (iii) 18 months after resolution of a lawsuit over the patents of the reference biologic in favor of the
first interchangeable biosimilar applicant, or (iv) 42 months after the first interchangeable biosimilar's application has been
approved if a patent lawsuit is ongoing within the 42 month period. At this time, it is unclear whether products deemed "interchangeable"
by FDA will, in fact, be readily substituted by pharmacies, which are governed by state pharmacy laws and regulations.

 Healthcare
Regulation

 Coverage,
Pricing, and Reimbursement

 Our
ability to successfully commercialize any products for which we receive regulatory approval for commercial sale will depend, in part,
on the extent to which third-party payors provide coverage and establish adequate reimbursement levels for such products, and significant
uncertainty exists as to the coverage and reimbursement status of any products for which may we obtain regulatory approval. In the United
States, third-party payors include federal and state health care programs, private managed care providers, health insurers and other
organizations. The process for determining whether a third-party payor will provide coverage for a product may be separate from the process
for setting the price of a product or for establishing the reimbursement rate that such a payor will pay for the product. Third-party
payors may limit coverage to specific products on an approved list, also known as a formulary, which might not include all of the FDA-approved
products for a particular indication. Third-party payors are increasingly challenging the price, examining the medical necessity, and
reviewing the cost-effectiveness of medical products, therapies, and services, in addition to questioning their safety and efficacy.
We may need to conduct expensive pharmaco-economic studies in order to demonstrate the medical necessity and cost-effectiveness of our
products, in addition to the costs required to obtain FDA approvals. Our product candidates may not be considered medically necessary
or cost-effective. A payor's decision to provide coverage for a product does not imply that an adequate reimbursement rate will
be approved. Further, one payor's determination to provide coverage for a product does not assure that other payors will also provide
coverage for the product. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to
realize an appropriate return on our investment in product development.

 The
marketability of any product candidates for which we receive regulatory approval for commercial sale may suffer if the government and
third-party payors fail to provide adequate coverage and reimbursement. In addition, emphasis on managed care in the United States has
increased and we expect will continue to increase the pressure on healthcare pricing. Coverage policies and third-party reimbursement
rates may change at any time. Even if favorable coverage and reimbursement status is attained for one or more products for which we receive
regulatory approval, less favorable coverage policies and reimbursement rates may be implemented in the future.

 Other
Healthcare Laws and Compliance Requirements

we currently do not have any commercialized products, our current and future business operations may be subject to additional healthcare
regulation and enforcement by the federal government and by authorities in the states and foreign jurisdictions in which we conduct our
business. Such laws include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, privacy and security,
price reporting and physician sunshine laws. Some of our pre-commercial activities are subject to some of these laws.

 The
federal Anti-Kickback Statute makes it illegal for any person or entity, including
a prescription drug manufacturer or a party acting on its behalf to knowingly and willfully, directly or indirectly, solicit, receive,
offer, or pay any remuneration in cash or in kind that is intended to induce or reward the referral of business, including the purchase,
order, or lease of any item or service for which payment may be made under a federal healthcare program, such as Medicare or Medicaid.
The term "remuneration" has been broadly interpreted to include anything of value. The Anti-Kickback
Statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on one hand and prescribers, purchasers, formulary
managers and beneficiaries on the other.

there are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, the exceptions
and safe harbors are drawn narrowly. Practices that involve remuneration that may be alleged to be intended to induce prescribing, purchases
or recommendations may be subject to scrutiny if they do not qualify for an exception or safe harbor. Failure to meet all of the requirements
of a particular applicable statutory exception or regulatory safe harbor does not make the conduct per se illegal under the Anti-Kickback
Statute. Instead, the legality of the arrangement will be evaluated on a case-by-case basis based on a cumulative review of all its facts
and circumstances. Several courts have found that the Anti-Kickback Statute may be
violated if any one purpose of an arrangement involving remuneration is to induce referrals of federal healthcare program business. In
addition, liability may be established without actual knowledge of the statute or specific intent to violate it. Violations of this law
are punishable by up to ten years in prison, and can also result in criminal fines, civil money penalties and exclusion from participation
in federal healthcare programs.

 Moreover,
a claim including items or services resulting from a violation of the federal Anti-Kickback
Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act.

 The
federal civil False Claims Act prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented,
a false or fraudulent claim for payment of government funds or knowingly making, using, or causing to be made or used, a false record
or statement material to an obligation to pay money to the government or knowingly concealing or knowingly and improperly avoiding, decreasing,
or concealing an obligation to pay money to the federal government. Persons and entities can be held liable under these laws if they
are deemed to "cause" the submission of false or fraudulent claims by, for example, providing inaccurate billing or coding
information to customers or promoting a product off-label. Many pharmaceutical and other healthcare companies have been investigated
and have reached substantial financial settlements with the federal government under the civil False Claims Act for a variety of alleged
improper marketing activities, including: providing free product to customers with the expectation that the customers would bill federal
programs for the product; providing sham consulting fees, grants, free travel and other benefits to physicians to induce them to prescribe
the company's products; and inflating prices reported to private price publication services, which are used to set drug payment
rates under government healthcare programs. Penalties for federal civil False Claims Act violations may include up to three times the
actual damages sustained by the government, plus mandatory civil penalties of between $13,508 and $27,018 for each separate false claim,
and the potential for exclusion from participation in federal healthcare programs. In addition, although the federal False Claims Act
is a civil statute, False Claims Act violations may also implicate various federal criminal statutes.

 The
healthcare fraud provisions of the Health Insurance Portability and Accountability Act ("HIPAA") prohibit knowingly and willfully
executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third- party payors, knowingly
and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare
offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious
or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Like the federal Anti-Kickback
Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed
a violation.

 Many
states have analogous laws and regulations, such as: state anti-kickback and false claims laws that may apply to sales or marketing arrangements
and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers; laws
that require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the relevant
compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to certain healthcare providers;
laws that require drug manufacturers to report information related to clinical trials or information related to payments and other transfers
of value to physicians and other healthcare providers or marketing expenditures; laws that restrict the ability of manufacturers to offer
co-pay support to patients for certain prescription drugs; and laws and local ordinances that require identification or licensing of
sales representatives.

 HIPAA,
as amended by the Health Information Technology for Economic and Clinical Health Act ("HITECH"), and their implementing regulations,
mandates, among other things, the adoption of uniform standards for the electronic exchange of information in common healthcare transactions,
as well as standards relating to the privacy and security of individually identifiable health information, which require the adoption
of administrative, physical and technical safeguards to protect such information. Among other things, HITECH makes HIPAA's security
standards directly applicable to business associates, defined as independent contractors or agents of covered entities that create, receive,
or obtain protected health information in connection with providing a service for or on behalf of a covered entity. HITECH also increased
the civil and criminal penalties that may be imposed against covered entities and business associates, and gave state attorneys general
new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney's
fees and costs associated with pursuing federal civil actions. In addition, certain state laws govern the privacy and security of health
information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant
ways and may not have the same effect, thus complicating compliance efforts. Failure to comply with these laws, where applicable, can
result in the imposition of significant civil and/or criminal penalties.

 The
U.S. federal Physician Payment Sunshine Act, implemented as the Open
Payments Program, requires manufacturers of drugs, devices, biologics, and medical supplies for which payment is available under Medicare,
Medicaid or the Children's Health Insurance Program (with certain exceptions)
to report annually to CMS information related to direct or indirect payments and other transfers of value to physicians and teaching
hospitals (and certain other practitioners as of 2022), as well as ownership and investment interests held in the company by physicians
and their immediate family members.

 Because
we intend to commercialize products that could be reimbursed under a federal health care program and other governmental healthcare programs,
we intend to develop a comprehensive compliance program that establishes internal control to facilitate adherence to the rules and program
requirements to which we will or may become subject. Although the development and implementation of compliance programs designed to establish
internal control and facilitate compliance can mitigate the risk of investigation, prosecution, and penalties assessed for violations
of these laws, the risks cannot be entirely eliminated.

 If
our operations are found to be in violation of any of such laws or any other governmental regulations that apply to us, we may be subject
to penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, contractual
damages, reputational harm, diminished profits and future earnings, the curtailment or restructuring of our operations, exclusion from
participation in federal and state healthcare programs and individual imprisonment, any of which could adversely affect our ability to
operate our business and our financial results.

 Health
Care Reform

 In
the United States and some foreign jurisdictions, there have been, and continue to be, legislative and regulatory changes and proposed
changes regarding the healthcare system that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval
activities, and affect the ability to profitably sell product candidates for which marketing approval is obtained. Among policy makers
and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated
goals of containing healthcare costs, improving quality and/or expanding access. In the United States, the pharmaceutical industry has
been a particular focus of these efforts and has been significantly affected by major legislative initiatives.

 For
example, the Affordable Care Act ("ACA")
substantially changed the way healthcare is financed by both the government and private insurers, and significantly impacts the U.S.
pharmaceutical industry. The ACA contains provisions that may reduce the profitability of drug products through increased rebates for
drugs reimbursed by Medicaid programs, extension of Medicaid rebates to Medicaid managed care plans, mandatory discounts for certain
Medicare Part D beneficiaries, and annual fees based on
pharmaceutical companies' share of sales to federal health care programs. The ACA made several changes to the Medicaid
Drug Rebate Program, including increasing pharmaceutical manufacturers' rebate liability by raising the minimum basic Medicaid
rebate. The ACA also expanded the universe of Medicaid utilization subject to drug rebates by requiring pharmaceutical manufacturers
to pay rebates on Medicaid managed care utilization and by enlarging the population potentially eligible for Medicaid drug benefits.

 There
have been judicial challenges to certain aspects of the ACA, as well as efforts by Congress to modify, and by agencies to alter the implementation
of, certain aspects of the ACA. For example, Congress eliminated the tax penalty for failure to comply with the ACA's individual
mandate to carry health insurance. Further, the Bipartisan Budget Act of 2018, among other things, amended the ACA to increase from 50
percent to 70 percent the point-of-sale discount that is owed by pharmaceutical manufacturers who participate in Medicare
Part D to close the coverage gap in most Medicare drug plans, commonly referred to as the donut
hole (this existing coverage gap program will be sunset by the Inflation Reduction Act beginning in 2025 and replaced with a new manufacturer
discount program).

 It
is possible that the ACA, as currently enacted or as may be amended in the future, as well as other healthcare reform measures, including
those that may be adopted in the future, may result in more rigorous coverage criteria, and less favorable payment methodologies, or
other downward pressure on coverage and payment and the price that we receive for any approved product. Any reduction in reimbursement
or restriction on coverage under Medicare or other federal health care programs may result in a similar reduction or restriction by private
payors.

 Other
legislative changes have been proposed and adopted in the U.S. since the ACA was enacted. For example, the Inflation Reduction Act introduces
several changes to the Medicare Part D benefit, including
a limit on annual out-of-pocket costs and a change in manufacturer liability under the program which could negatively affect the profitability
of our product candidates. The IRA sunsets the current Part D coverage gap discount program starting
in 2025 and replaces it with a new manufacturer discount program. Failure to pay a discount under this new program will be subject to
a civil monetary penalty. In addition, the IRA establishes a Medicare Part
B inflation rebate scheme effective January 2023 and a Medicare Part
D inflation rebate scheme effective October 2022, under which, generally speaking, manufacturers will owe rebates if the price of a Part
B or Part D drug increases faster than the pace of inflation. Failure to timely pay a Part
B or D inflation rebate is subject to a civil monetary penalty. The IRA also creates a drug price negotiation
program under which the prices for Medicare units of certain high Medicare spend drugs and biologicals without generic or biosimilar
competition will be capped by reference to, among other things, a specified non-federal average manufacturer price starting in 2026.
Failure to comply with requirements under the drug price negotiation program is subject to an excise tax and/or a civil monetary penalty.
Congress continues to examine various policy proposals that may result in pressure on the prices of prescription drugs with respect to
the government health benefit programs and otherwise. The IRA or other legislative changes could impact the market conditions for our
product candidates.

 In
general, there has been heightened governmental scrutiny over the manner in which drug manufacturers set prices for their commercial
products, which has resulted in several Congressional inquiries and proposed and enacted
federal and state legislation designed to, among other things, bring more transparency to drug product pricing, review the relationship
between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for drug products. At the
state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical and biological
product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing
cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing.

 Privacy

 We
may also be subject to federal, state, national and international laws and regulations governing the privacy and security of health-related
and other personal data we collect and maintain (e.g., Section 5 of the Federal Trade Commission Act, the California
Privacy Rights Act, and the EU's General Data Protection Regulation (the "GDPR")). The GDPR, for example, imposes restrictions
on the processing (e.g., collection, use, or disclosure) of personal data in the EU and also imposes strict restrictions on the transfer
of personal data out of the EU to the United States. These laws and regulations are evolving and subject to interpretation and may impose
limitations on our activities or otherwise adversely affect our business. In addition, state laws govern the privacy and security of
health information in specified circumstances, many of which differ from each other in significant ways and may not have the same effect,
thus complicating compliance efforts.

 If
we or our third party partners fail to comply or are alleged to have failed to comply with these or other applicable data protection
and privacy laws and regulations, or if we were to experience a data breach involving personal data, we could be subject to government
enforcement actions or private lawsuits. Any associated claims, inquiries, or investigations or other government actions could lead to
unfavorable outcomes that have a material impact on our business including through significant penalties or fines, monetary judgments
or settlements including criminal and civil liability for us and our officers and directors, increased compliance costs, delays or impediments
in the development of new products, negative publicity, increased operating costs, diversion of management time and attention, or other
remedies that harm our business, including orders that we modify or cease existing business practices.

 ITEM
1A. RISK FACTORS

 Investing
in our Common Stock or Warrants involves a high degree of risk. Before making an investment, you should carefully consider the following
risks and uncertainties, as well as general economic and business risks, and the other information contained in this Annual Report. These
risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial
condition and prospects. Our business, financial condition, results of operations, or prospects could be materially and adversely affected
if any of these risks occurs, and as a result, the market price of our Common Stock and Warrants could decline and you could lose all
or part of your investment.

 Risks
Related to Our Financial Position and Need for Additional Capital

 We
have a limited operating history and no products approved for commercial sale and have never generated revenue from product sales. We
have a history of significant losses, expect to continue to incur significant losses for the foreseeable future and may never achieve
or maintain profitability.

 We
are a clinical-stage specialty immunotherapy company with a limited operating history. Investment in immunotherapy product development
entails substantial upfront capital expenditures and significant risk that product candidates will fail to prove safe or effective, gain
regulatory approval or become commercially viable. Since our founding in 2020, we have incurred significant net losses. We have funded
our operations to date primarily with proceeds from offerings of convertible notes and preferred stock and have devoted substantially
all of our efforts and financial resources to organizing and staffing our company, conducting discovery, research, and development activities,
securing intellectual property rights related to our product candidates and ExacTcell platform, raising capital, and the Business Combination.

 We
expect that it could be years, if ever, before we have a commercialized product. We expect to continue to incur significant expenses
and operating losses for the foreseeable future. The net losses we incur may fluctuate significantly from year to year. We anticipate
that our expenses will increase substantially if, and as, we:

 continue
 to advance the development of TVGN 489 and our preclinical product candidates;

 leverage
 our ExacTcell platform to advance additional product candidates into preclinical and clinical
 development;

 seek
 regulatory approvals for any product candidates that successfully complete clinical trials
 and potential commercialization;

 develop
 and expand our cGMP manufacturing capacity, including to provide drug supply for future clinical
 trials;

 hire
 additional clinical, quality control, regulatory, scientific, and administrative personnel;

 expand
 our operational, financial, and management systems and increase personnel, including to support
 our clinical development, manufacturing, and commercialization efforts and our operations
 as a public company;

 maintain,
 expand, and protect our intellectual property portfolio;

 establish
 a marketing, sales, distribution, and medical affairs infrastructure to commercialize any
 products for which we may obtain marketing approval and commercialize, whether on our own
 or jointly with a partner;

 acquire
 or in-license other technologies or engage in strategic partnerships; and

 incur
 additional legal, accounting, or other expenses in operating our business.

 To
date, we have not generated revenue. To become and remain profitable, we, whether on our own or jointly with a collaborator, must develop
and commercialize products with significant market potential. Our ability to generate revenue from product sales and achieve profitability
depends on our ability, alone or with collaboration partners, to successfully complete the development of, and obtain the regulatory
approvals necessary to commercialize, our product candidates. We do not anticipate generating revenue from product sales for some time,
if ever. Our ability to generate future revenue from product sales depends heavily on our, or our potential future collaborators',
success in:

 completing
 preclinical studies and clinical trials of our product candidates;

 seeking
 and obtaining marketing approvals for any product candidates that we or our collaborators
 develop;

 receiving
 authorization of INDs for future product
 candidates;

 identifying
 and developing new product candidates;

 manufacturing
 cGMP supply of our product candidates for clinical trials and, if approved, commercial sales;

 launching
 and commercializing products for which we obtain marketing approval by establishing a marketing,
 sales, distribution, and medical affairs infrastructure or, alternatively, collaborating
 with a commercialization partner;

 achieving
 coverage and adequate reimbursement by hospitals and third-party payors, including governmental
 authorities, such as Medicare and Medicaid, private insurers, and managed care organizations,
 for product candidates, if approved, that we or our collaborators develop;

 market acceptance of product candidates, if approved, that we develop as viable treatment
 options;

 addressing
 any competing technological and market developments;

 negotiating
 favorable terms in any collaboration, licensing, or other arrangements into which we may
 enter and performing our obligations under such arrangements;

 maintaining,
 protecting, and expanding our portfolio of intellectual property rights, including patents,
 trade secrets and know-how;

 defending
 against third-party interference or infringement claims, if any; and

 attracting,
 hiring, and retaining qualified personnel.

 We
may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is significant or large enough
to achieve profitability and may need to obtain additional funding to continue operations. If we do achieve profitability, we may not
be able to sustain or increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would decrease
the value of our company and could impair our ability to raise capital, maintain our research and development efforts, expand our business,
or continue our operations. A decline in the value of our company could also cause you to lose all or part of your investment.

 Our management has concluded that due to cash
on hand as of the date of this report, there is substantial doubt about our ability to continue as a going concern.

 As a result of our cash balance
as of the date of this report, as well as our history of operating losses and negative cash flows from operation combined with our anticipated
use of cash to, among other things, fund the preclinical and clinical development of our products, identify and develop new product candidates,
and seek approval for TVGN 489 and our other product candidates and any other product candidates we develop, our management has concluded
that under applicable accounting requirements and disclosure rules there is substantial doubt about our ability to continue as a going
concern.

 While transactions entered into
in connection with the Business Combination provided some capital and reduced our liabilities, $6.0 million in expected proceeds from
those transactions have not yet been received, and our future viability as an ongoing business is dependent on our ability to generate
cash from operating activities or to raise additional capital to finance our operations. Furthermore, the disclosure regarding the ability
to continue as a going concern could have an impact on our ability to raise additional funds through the issuance of new debt or equity
securities or otherwise and on our relationships with third party contractual parties, notwithstanding our expectation that we will raise
funds as and when required. If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less
than the value at which those assets are carried on our financial statements, and it is likely that investors will lose all or a part
of their investment.

 We are relying on forthcoming
proceeds from the sale of our Series A-1 Preferred Stock to meet our liquidity needs.

 Our primary sources of
funds to meet our near-term liquidity and capital requirements include cash on hand, including the funding we have received from the
sale of our Series A Preferred Stock, and the funding we expect to receive from the sale of our Series A-1 Preferred Stock. On
February 14, 2024, we entered into a securities purchase agreement with an investor pursuant to which an investor agreed to purchase
shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million. On March 27, 2024, we entered into an
agreement pursuant to which that amount was reduced to $2.0 million and the investor agreed to purchase shares of our Series A-1
Preferred Stock for an aggregate purchase price of $6.0 million. As of the date of this Annual Report, we have received
only $1.2 million of the $6.0 million aggregate purchase price for the shares of Series A-1 Preferred Stock.

 We are relying on the
proceeds from the sale of our Series A-1 Preferred Stock to meet our liquidity needs. Even if we receive all of such proceeds, we
will still need additional capital to fully implement our business, operating, and development plans. At this time, we have not
secured any additional financing. There can be no assurance that additional capital will be available to us, or that, if available,
it will be on terms satisfactory to us. If we do not obtain additional capital on terms satisfactory to us, or at all, it may cause
us to delay, curtail, scale back or forgo some or all of our research and development or business operations, which could have a
material adverse effect on our business and financial results.

 We
will require substantial additional financing to pursue our business objectives, which may not be available on acceptable terms, or at
all. A failure to obtain this necessary capital when needed could force us to delay, limit, reduce or terminate our product development,
commercialization efforts or other operations.

 We
expect to spend substantial amounts of cash to continue the preclinical and clinical development of our current and future programs.
If we receive marketing approval for any product candidates, including TVGN 489, we will require significant additional amounts of cash
in order to launch and commercialize such product candidates. In addition, other unanticipated costs may arise. Because the designs and
outcomes of our planned and anticipated clinical trials are highly uncertain, we cannot reasonably estimate the actual amounts necessary
to successfully complete the development of and commercialize any product candidate we develop.

 Our
future capital requirements depend on many factors, including:

 the
 scope, progress, timing, results, and costs of researching and developing TVGN 489 and our
 other product candidates, including product candidates developed with our ExacTcell platform,
 and of conducting preclinical studies and clinical trials;

 the
 timing of, and the costs involved in, obtaining marketing approval for TVGN 489 and any future
 product candidates we develop, if clinical trials are successful;

 the
 costs of manufacturing TVGN 489 and any future product candidates for preclinical studies
 and clinical trials and in preparation for marketing approval and commercialization;

 the
 costs of commercialization activities, including marketing, sales, and distribution costs,
 for TVGN 489 and any future product candidates we develop if any of these product candidates
 are approved for sale;

 our
 ability to establish and maintain strategic collaborations, licensing, or other arrangements
 on favorable terms, if at all;

 the
 costs involved in preparing, filing, prosecuting, maintaining, expanding, defending, and
 enforcing patent claims, including litigation costs and the outcome of any such litigation;

 the
 timing, receipt, and amount of sales of, or royalties on, our future products, if any; and

 the
 emergence of competing therapies and other developments in the markets we intend to address.

 Until
we can generate sufficient product and royalty revenue to finance our cash requirements, which we may never do, we expect to finance
our future cash needs through a combination of public or private equity offerings, debt financings, collaborations, strategic alliances,
and licensing arrangements.

 Additionally,
the terms of our outstanding preferred stock (the "Preferred Stock") may negatively impact our ability to raise
additional capital through equity or debt financings, due to the potential substantial dilution to our stockholders that could occur
as a result of the conversion of our convertible Preferred Stock and due to the other terms of our Preferred Stock, or may
negatively affect our ability to obtain favorable or acceptable terms in connection with any such financing.

 Furthermore,
if we raise additional capital through marketing, sales, and distribution arrangements or other collaborations, strategic alliances,
or licensing arrangements with third parties, we may have to relinquish certain valuable rights to our product candidates, future revenue
streams, research programs, or technologies or grant licenses on terms that may not be favorable to us. If we raise additional capital
through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely
affect our stockholders' rights. Further, to the extent that we raise additional capital through the sale of common stock or securities
convertible or exchangeable into common stock, your ownership interest will be diluted. If we raise additional capital through debt financing,
we would be subject to fixed payment obligations and may be subject to covenants limiting or restricting our ability to take specific
actions, such as incurring additional debt, making capital expenditures, engaging in acquisition, merger, or collaboration transactions,
selling or licensing our assets, making capital expenditures, redeeming our stock, making certain investments, declaring dividends, or
other operating restrictions that could adversely impact our ability to conduct our business.

 Any
debt financing or other financing of securities senior to our common stock will likely include financial and other covenants that will
restrict our flexibility. Any failure to comply with these covenants may cause an event of default and acceleration of the obligation
to pay the debt, which would have a material adverse effect on our business, prospects, financial condition, and results of operations
and we could lose our existing sources of funding and impair our ability to secure new sources of funding.

 Adequate
additional financing may not be available to us on acceptable terms, or at all, and may be impacted by the economic climate and market
conditions. If we are unable to obtain additional financing on favorable terms when needed, we may be required to delay, limit, reduce,
or terminate preclinical studies, clinical trials, or other research and development activities or one or more of our development programs.

 Risks
Related to Development, Regulatory Review, and Product Approval

 The
regulatory landscape that applies to cellular therapy product candidates is rigorous, complex, uncertain, and subject to change. Our
allogeneic T cell therapy product candidates represent new therapeutic approaches that could result in heightened regulatory scrutiny,
delays in clinical development or delays in or our ability to achieve regulatory approval, if at all, and commercialization or payor
coverage and reimbursement of our product candidates, if approved.

 Our
future success is dependent on our unique approach to T cell therapy. Because these programs, particularly our pipeline of allogeneic
T cell product candidates that are developed from donors, represent a novel approach to immunotherapy for the treatment of virus-infected
cells in order to produce T cell immunity, developing and commercializing our product candidates subjects us to a number of challenges,
including:

 regulatory approval from FDA, which has relatively limited experience with regulating the
 development and commercialization of T cell immunotherapies;

 developing
 and deploying consistent and reliable processes for procuring blood from consenting third-party
 donors, isolating T cells from the blood of such donors, activating the isolated T cells
 against specific antigens, characterizing and storing the resulting activated T cells for
 future therapeutic use, selecting and delivering a sufficient supply and breadth of appropriate
 human leukocyte antigen-matched ("HLA-matched") cells from among the available
 T cell lines, and finally infusing these activated T cells into patients to eliminate virus-infected
 cells in the patient and induce anti-disease benefit;

 relying
 on healthcare provider site availability and accessibility to patients for receipt of T cell
 infusions;

 utilizing
 these product candidates in combination with other therapies currently used to treat patients
 in our target population, which may increase the risk of adverse side effects;

 educating
 medical personnel regarding the potential side effect profile of each of our product candidates,
 particularly those that may be unique to our allogeneic T cell therapy product candidates;

 understanding
 and addressing variability in the quality of a donor's T cells, which could ultimately
 affect our ability to manufacture product in a reliable and consistent manner;

 developing
 processes for the safe administration of these products, including long-term follow-up and
 registries, as applicable, for all patients who receive these product candidates;

 manufacturing
 our product candidates to our specifications and in a timely manner to support our clinical
 trials and, if approved, commercialization;

 sourcing
 clinical and, if approved by FDA, commercial supplies for the materials used to manufacture
 and process these product candidates that are free from viruses and other pathogens that
 may increase the risk of adverse side effects;

 developing
 a manufacturing process and distribution network that can provide a stable supply with a
 cost of goods that allows for an attractive return on investment;

 establishing
 sales and marketing capabilities ahead of and after obtaining any regulatory approval to
 gain market acceptance, and obtaining adequate coverage, reimbursement and pricing by third-party
 payors and government authorities; and

 developing
 therapies for types of diseases beyond those initially addressed by our current product candidates.

 Adverse
developments in preclinical studies or clinical trials conducted by others in cellular therapy products may cause FDA and other regulatory
bodies to amend the requirements for approval of any product candidates we may develop or limit the use of products utilizing cellular
therapy technologies, either of which could harm our business. In addition, FDA's clinical trial requirements and its criteria
for determining the safety and efficacy of a product candidate vary substantially according to the type, complexity, novelty, and intended
use and market of the potential products. The regulatory approval process for product candidates such as ours could be more expensive
and take longer than for other, better known, or more extensively studied pharmaceutical or other product candidates. Further, as we
are developing novel potential treatments for diseases in which in some cases there is relatively little clinical experience with new
endpoints and methodologies, there is heightened risk that FDA or other regulatory bodies may not consider the clinical trial endpoints
to provide clinically meaningful results, and the resulting clinical data and results may be more difficult to analyze. Regulatory agencies
administering existing or future regulations or legislation may not allow production and marketing of products utilizing cellular therapy
technology in a timely manner or under technically or commercially feasible conditions. In addition, regulatory action or private litigation
could result in expenses, delays, or other impediments to our research programs or the commercialization of resulting products.

 We
cannot be sure that the manufacturing processes used in connection with our T cell immunotherapy product candidates will yield a sufficient
supply of satisfactory products that are safe, pure, and potent, scalable, or profitable.

 Moreover,
actual or perceived safety issues, including adoption of new therapeutics or novel approaches to treatment, may adversely influence the
willingness of patients to participate in clinical trials, or if approved by FDA, of physicians to subscribe to the novel treatment mechanics.
FDA may ask for specific post-market requirements, such as establishment of REMS, and additional information informing benefits or risks
of our products may emerge at any time prior to or after regulatory approval.

 FDA's
policies may change and additional government regulations may be enacted that could prevent, limit, or delay regulatory approval of any
current or future product candidate. We cannot predict the likelihood, nature or extent of government regulation that may arise from
future legislation or administrative action. If we are slow or unable to adapt to changes in existing requirements or to the adoption
of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval that we
may have obtained. In addition, the regulatory landscape applicable to artificial intelligence is immature and changes to existing regulations
or new regulations could impede our use of artificial intelligence, which could impair our ability to achieve our goals for our artificial
intelligence initiative and result in an adverse effect on our business, results of operations and financial condition.

 As
an organization, we have limited experience designing and implementing preclinical and clinical trials, which is a complex, expensive,
and time-consuming process and involves uncertain outcomes, and we have never conducted pivotal clinical trials. We may fail to adequately
design a trial, which could adversely affect the ability to initiate the trial, enroll patients, complete the trial, or obtain regulatory
approval on the basis of the trial results, as well as lead to increased or unexpected costs and in delayed timelines.

 We
have limited experience designing and implementing preclinical and clinical trials, which is a complex,
expensive, and time-consuming process and involves uncertain outcomes. All of our product candidates are in preclinical or clinical development
and their risk of failure is high. The clinical trials and manufacturing of our product candidates are, and the manufacturing and marketing
of our products, if approved, will be, subject to extensive and rigorous review and regulation by numerous government authorities in
the United States and in other countries where we intend to test and market our product candidates. Before obtaining regulatory approvals
for the commercial sale of any of our product candidates, we must demonstrate through lengthy, complex, and expensive preclinical studies
and clinical trials that our product candidates are both safe and effective for use in each target indication. In particular, because
our product candidates are subject to regulation as biological products, we will need to demonstrate that they are safe, pure, and potent
for use in their target indications. Each product candidate must demonstrate an adequate risk versus benefit profile in its intended
patient population and for its intended use. We cannot be certain of the timely completion or outcome of our preclinical studies and
clinical trials and cannot predict if FDA will accept our proposed clinical programs or if the outcome of our preclinical studies and
clinical trials will ultimately support the further development of our current or future product candidates. As a result, we cannot be
sure that we will be able to submit INDs or similar applications for our preclinical programs on the timelines we expect, if at all,
and we cannot be sure that such submission will result in FDA allowing clinical trials to begin.

 Furthermore,
we may not successfully or cost-effectively design and implement preclinical and clinical trials that achieve our desired clinical endpoints
efficiently, or at all. A clinical trial that is not well designed may delay or prevent initiation or completion of the trial, can lead
to increased difficulty in enrolling patients, may make it more difficult to obtain regulatory approval for the product candidate on
the basis of the study results, or, even if a product candidate is approved, could make it more difficult to commercialize the product
successfully or obtain reimbursement from third-party payors. Additionally, a trial that is not well-designed could be inefficient or
more expensive than it otherwise would have been, or we may incorrectly estimate the costs to implement the clinical trial, which could
lead to a shortfall in funding. We also expect to continue to rely on third parties to conduct our pivotal clinical trials. See "—
 Risks Related to Reliance on Manufacturing and Third Parties." If these third parties do not successfully carry out their
contractual duties, comply with regulatory requirements or meet expected deadlines, we may not be able to obtain marketing approval for
or commercialize TVGN 489 any future product candidates we develop, and our business could be materially harmed. We may require more
time and incur greater costs than our competitors and may not succeed in obtaining regulatory approvals of product candidates that we
develop.

 If
we are unable to successfully develop, receive regulatory approval for, and commercialize our product candidates, our business will be
harmed.

 All
of our product candidates are still in preclinical and clinical development and, with the exception of TVGN 489, we are early in our
development efforts. FDA permitted our IND for TVGN 489 to proceed in May 2021, and we began enrolling subjects in October 2021. Each
of our programs and product candidates will require additional preclinical and/or clinical development, regulatory approval, obtaining
manufacturing supply, capacity, and expertise, building a commercial organization or successfully outsourcing commercialization, substantial
investment, and significant marketing efforts, before we generate any revenue from product sales. We do not have any products that are
approved for commercial sale, and we may never be able to develop or commercialize marketable products.

 Our
ability to generate revenue from our product candidates, which could take years to develop, if it ever does, will depend heavily on the
successful development, regulatory approval, and eventual commercialization of our product candidates. The success of our product candidates
or any other product candidates that we develop or otherwise may acquire will depend on several factors, including:

 timely
 and successful completion of preclinical studies and clinical trials;

 effective
 INDs submitted to FDA that allow commencement of our clinical trials for our product candidates;

 sufficiency
 of our financial and other resources to complete the necessary preclinical studies and clinical
 trials;

 successful
 development of, or making arrangements with third-party manufacturers for, our commercial
 manufacturing processes for our clinical trials and any of our product candidates that receive
 regulatory approval at an acceptable cost and on a timely basis;

 receipt
 of timely marketing approvals from FDA;

 launching
 commercial sales of products, if approved;

 acceptance
 of the benefits and use of our products, if approved, by patients, the medical community,
 and third-party payors, for their approved indications;

 the
 prevalence and severity of adverse events or other safety issues experienced with our product
 candidates;

 the
 availability, perceived advantages, cost, safety, and efficacy of alternative therapies for
 any product candidate, and any indications for such product candidate, that we develop;

 our
 ability to produce any product candidates we develop on a commercial scale;

 and maintaining patent, trademark and trade secret protection and regulatory exclusivity
 for our product candidates and otherwise protecting our rights in our intellectual property
 portfolio;

 maintaining
 compliance with regulatory requirements, including cGMP requirements;

 and maintaining coverage and adequate reimbursement by third-party payors, including government
 payors, for our products, if approved by FDA;

 maintaining
 a continued acceptable safety, tolerability and efficacy profile of the products following
 approval; and

 maintaining
 and growing an organization of scientists and functional experts who can develop and commercialize
 our products and technology.

 If
we do not succeed with respect to one or more of these factors in a timely manner or at all, we could experience significant delays or
an inability to successfully commercialize the product candidates we develop, which would materially harm our business. If we do not
receive marketing approvals for any product candidate we develop, we may not be able to continue our operations. Even if regulatory approvals
are obtained, we could experience significant delays or an inability to successfully commercialize our current and any future product
candidates we develop, which would materially harm our business. If we are not able to generate sufficient revenue through the sale of
any current or future product candidate, we may not be able to continue our business operations or achieve profitability.

 We
may encounter substantial delays and disruptions in completing the development of our product candidates that could impair our ability
to successfully commercialize our product candidates and may harm our business and results of operations.

 We
may experience delays in completing planned clinical trials for a variety of reasons, including the following:

 the
 extensive research and development required because our product candidates are based on new
 technologies;

 the
 availability of financial resources to commence and complete the planned trials;

 reaching
 agreement on acceptable terms with prospective clinical research organizations ("CROs")
 and clinical trial sites, the terms of which can be subject to extensive negotiation and
 may vary significantly among different CROs and trial sites;

 FDA
 or independent institutional review boards ("IRBs") may not authorize us or our
 investigators to commence a clinical trial or conduct a clinical trial at a prospective trial
 site;

 recruiting
 suitable patients to participate in a trial or sufficient patients to complete a trial;

 having
 patients complete a trial or return for post-treatment follow-up;

 clinical
 trial sites deviating from trial protocol or dropping out of a trial, which may require that
 we add new clinical trial sites or investigators;

 manufacturing
 the necessary product for use in the clinical trials;

 clinical
 trials of any product candidate may fail to show safety, purity, or potency, or may produce
 negative or inconclusive results, which may cause us to decide, or regulators to require
 us, to conduct additional nonclinical trials or clinical trials or which may cause us to
 decide to abandon product candidate development programs;

 any
 of our product candidates could cause undesirable side effects that could result in significant
 negative consequences, including the inability to enter clinical development or receive regulatory
 approval; and/or

 competition
 from other clinical trial programs for similar indications and clinical trial patients.

 A
clinical trial may also be suspended or terminated by us, the IRB for the institutions in which such trials are being conducted, the
DSMB for such trial, or by FDA due to a number of factors. Those factors could include failure to conduct the clinical trial in accordance
with regulatory requirements or our clinical protocols, inspection of the clinical trial operations or trial site by FDA, resulting in
the imposition of a clinical hold, unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using a product
candidate, changes in governmental regulations or administrative actions or lack of adequate funding to continue the clinical trial.
In addition, FDA may order the temporary or permanent discontinuation of our clinical trials at any time if it believes that the clinical
trials are not being conducted in accordance with applicable regulatory requirements or that they present an unacceptable safety risk
to the patients enrolled in our clinical trials, or that the applicable INDs do not contain sufficient information to assess the risks
to patients in the proposed trials. For example, in November 2020, FDA placed a clinical hold on our IND for TVGN 489 for the treatment
of patients with COVID-19 infection, requested certain information regarding the manufacture of TVGN 489, and asked us to revise our
sterility testing approach so that such testing is performed on the final drug product, as opposed to testing before harvesting the cells
for cryopreservation. In May 2021, FDA found that we sufficiently addressed all of these issues and lifted the clinical hold, permitting
us to initiate our Phase 1 trial, which we completed in January 2023.

 We
may experience regulatory delays or rejections as a result of many reasons. For example, we believe based on precedential industry examples,
including in areas with high unmet needs or strong early phase clinical trial results, that we may be able to commence pivotal trials
of TVGN 489 on the basis of the results of our completed Phase 1 trial. However, the clinical trial process usually includes three phases,
and our current plan to move TVGN 489 from its recently completed Phase 1 trial directly into pivotal trials may be rejected by FDA or
may be otherwise unfeasible. We may have to conduct additional Phase 1 testing or other Phase 2 trials, or may experience other delays,
prior to escalating TVGN 489 into a pivotal trial. At this stage, we cannot be certain whether we will be permitted to move from a Phase
1 trial directly to pivotal trials until FDA reviews and concurs with or rejects our proposed plans, and FDA may require us to conduct
further trials to generate additional safety and efficacy data. If regulatory inspectors conclude that we or our clinical trial sites
are not in compliance with applicable regulatory requirements for conducting clinical trials, we may receive reports of observations
or warning letters detailing deficiencies, and we will be required to implement corrective actions. If regulatory agencies deem our responses
to be inadequate, or are dissatisfied with corrective actions, our clinical trials may be temporarily or permanently discontinued, we
or our investigators may be precluded from conducting any ongoing or any future clinical trials, the government may refuse to approve
our marketing applications or allow us to manufacture or market our products, we may face civil enforcement actions from FDA, and we
may be criminally prosecuted.

 If
we experience termination of, or delays in the completion of, any clinical trial of our product candidates, the commercial prospects
for our product candidates will be harmed, and our ability to generate product revenue will be delayed. In addition, any delays in completing
our clinical trials will increase our costs, slow down our product development and approval process, and jeopardize our ability to commence
product sales and generate revenue. Significant clinical trial delays could also allow our competitors to bring products to market before
we do or shorten any periods during which we have the exclusive right to commercialize our product candidates. In addition, many of the
factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of
regulatory approval of our product candidates or result in the development of our product candidates stopping early.

 The
FDA regulatory approval process is lengthy and time-consuming and may lead to significant delays in the clinical development and regulatory
approval of our product candidates.

 The
time required to obtain approval from FDA is unpredictable but typically takes many years following the commencement of clinical trials
and depends upon numerous factors, including the substantial discretion of FDA. Any delay in obtaining FDA and/or other necessary regulatory
approvals in the United States for any investigational new drug and failure to receive such approvals would have an adverse effect on
the investigational new drug's potential commercial success and on our business, prospects, financial condition, and results of
operations.

 We
have not obtained regulatory approval for any product candidate. We have not previously submitted a BLA to FDA. It is possible that none
of our current or future product candidates will ever obtain regulatory approval from FDA. The novel nature of our product candidates
may create further challenges in obtaining regulatory approval. The regulatory approval pathway for our product candidates may be uncertain,
complex, expensive, and lengthy, and approval may not be obtained. In addition, factors outside our control, such as government shutdowns,
natural disasters, and public health emergencies, could disrupt business at FDA, which could result in delays of reviews, approvals and
communications with FDA related to our clinical trials and product candidates.

 Our
current and future product candidates could fail to receive regulatory approval for many reasons, including the following:

 FDA
 may disagree with the design or implementation of our clinical trials;

 we
 may be unable to demonstrate to the satisfaction of FDA that a product candidate is safe,
 pure, and potent for its proposed indication;

 the
 results of clinical trials may not meet the level of statistical significance required by
 FDA for approval;

 we
 may be unable to demonstrate that a product candidate's clinical and other benefits
 outweigh its safety risks;

 FDA
 may disagree with our interpretation of data from clinical trials or preclinical studies;

 the
 data collected from clinical trials of our product candidates may not be sufficient to support
 the submission of a BLA to FDA to obtain regulatory approval in the United States; and

 FDA
 may find deficiencies with or fail to approve our manufacturing processes or facility or
 the manufacturing processes or facilities of third-party manufacturers with which we contract
 for clinical and commercial supplies.

 The
lengthy approval process as well as the unpredictability of clinical trial results may result in our failing to obtain regulatory approval
to market any product candidate we develop, which would significantly harm our business, results of operations and prospects. Even if
we believe the data collected from current or future clinical trials of our product candidates are promising, such data may not be sufficient
to support approval by FDA.

 Even
if we obtain approval, FDA may approve any of our product candidates for fewer or more limited indications, or a more limited patient
population, than we request; may grant approval contingent on the performance of costly post-approval clinical trials or other post-marketing
requirements; or may approve a product candidate with labeling that does not include the claims we believe are necessary or desirable
for the successful commercialization of such product candidates. Moreover, if we modify TVGN 489 and our other product candidates so
that they recognize and target new or more prevalent variants of COVID-19 and other viruses, we may have to either file a supplemental
BLA with FDA or receive FDA approval for a comparability protocol or obtain other regulatory approval. These requirements may be costly
and time-consuming and FDA ultimately may not approve of such changes.

 FDA
may also change its policies, promulgate additional regulations, revise existing regulations, or take other actions that may prevent
or delay approval of our future products under development on a timely basis. Such policy or regulatory changes could impose additional
requirements upon us that could delay our ability to obtain approvals, increase the costs of compliance or restrict our ability to maintain
any marketing authorizations we may have obtained.

 We
may never receive RMAT designation for TVGN 489 or any other product candidate, and receiving this designation may not lead to a faster
development or regulatory review or approval process, and will not increase the likelihood that such product candidates will receive
marketing approval.

 We
may seek RMAT designation from FDA for TVGN 489 for the treatment of COVID-19, or for our other product candidates. FDA may find that
TVGN 489 or our other product candidates do not meet the criteria for RMAT designation or may otherwise deny our requests for RMAT designation.

 RMAT
designation provides potential benefits that include more frequent meetings with FDA to discuss the development plan for the product
candidate, and potential eligibility for rolling review and priority review. Products granted RMAT designation may also be eligible for
accelerated approval on the basis of a surrogate or intermediate endpoint reasonably likely to predict long-term clinical benefit, or
reliance upon data obtained from a meaningful number of sites, including through expansion to additional sites post-approval, if appropriate.
RMAT-designated products that receive accelerated approval may, as appropriate, fulfill their post-approval requirements through the
submission of clinical evidence, clinical studies, patient registries, or other sources of real world evidence; through the collection
of larger confirmatory data sets; or via post-approval monitoring of all patients treated with such therapy prior to approval of the
therapy. Under the Food and Drug Omnibus Reform Act of 2022 ("FDORA"), FDA is permitted to require that a post-approval confirmatory
study or studies be underway prior to approval or within a specified time period after the date of approval for a product granted accelerated
approval. FDORA also requires sponsors to send updates to FDA on the status of such studies and FDA must promptly post this information
publicly. FDORA also gives FDA increased authority to withdraw approval of a drug or biologic granted accelerated approval on an expedited
basis if the sponsor fails to conduct such studies in a timely manner, send the necessary updates to FDA, or if such post-approval studies
fail to verify the drug's predicted clinical benefit. Under FDORA, FDA is empowered to take action, such as issuing fines, against
companies that fail to conduct with due diligence any post-approval confirmatory study or submit timely reports to the agency on their
progress. In addition, for products being considered for accelerated approval, FDA generally requires, unless otherwise informed by the
agency, that all advertising and promotional materials intended for dissemination or publication within 120 days of marketing approval
be submitted to the agency for review during the pre-approval review period. There can be no assurance that FDA would allow any of the
product candidates we may develop to proceed on an accelerated approval pathway, and even if FDA did allow such pathway, there can be
no assurance that such submission or application will be accepted or that any expedited development, review or approval will be granted
on a timely basis, or at all. Moreover, even if we received accelerated approval, any post-approval studies required to confirm and verify
clinical benefit may not show such benefit, which could lead to withdrawal of any approvals we have obtained. Receiving accelerated approval
does not assure that the product's accelerated approval will eventually be converted to a traditional approval.

 RMAT
designation does not change the standards for product approval, and there is no assurance that any such designation or eligibility will
result in expedited review or approval or that the approved indication will not be narrower than the indication covered by the RMAT designation.
Additionally, RMAT designation can be revoked if the criteria for eligibility cease to be met as clinical data emerges.

 Our
business is highly dependent on our first product candidate, TVGN 489, and we must conduct clinical testing before we can obtain regulatory
approval and begin commercialization of any of our product candidates.

 Because
we have limited financial and personnel resources and are placing significant focus on the development of TVGN 489, we may forgo or delay
pursuit of opportunities with other future product candidates that later prove to have greater commercial potential. Our resource allocation
decisions may cause us to fail to capitalize on viable commercial products or profitable market opportunities. Our spending on current
and future research and development programs and other future product candidates for specific indications may not yield any commercially
viable future product candidates. If we do not accurately evaluate the commercial potential or target market for a particular future
product candidate, we may relinquish valuable rights to those future product candidates through collaboration, licensing, or other royalty
arrangements in cases in which it would have been more advantageous for us to retain sole development and commercialization rights to
such future product candidates.

 Interim
and preliminary results from our clinical trials that we announce or publish from time to time may change as more patient data become
available and are subject to audit, validation, and verification procedures that could result in material changes in the final data.

 From
time to time, we may publish interim data, including interim top-line results or preliminary results from our clinical trials. Interim
data and results from our clinical trials are subject to the risk that one or more of the clinical outcomes may materially change as
patient enrollment continues and more patient data become available. Preliminary or top-line results also remain subject to audit, validation,
and verification procedures that may result in the final data being materially different from the interim and preliminary data we previously
published. As a result, interim and preliminary data may not be predictive of final results and should be viewed with caution until the
final data are available. Differences between preliminary or interim data and final data could significantly harm our business prospects
and may cause the trading price of our common stock to fluctuate significantly.

 The
results of earlier preclinical and clinical trials may not be predictive of future clinical trial results. Initial positive results in
any of our clinical trials may not be indicative of results obtained when the trial is completed.

 Failure
can occur at any time during the clinical trial process. Preclinical studies and early-stage clinical trials are primarily designed to
test safety, to study pharmacokinetics and pharmacodynamics, and to understand the side effects of product candidates at various doses
and schedules, and the results of preclinical studies and early clinical trials of our product candidates may not be predictive of the
results of larger, later-stage controlled clinical trials. For example, our current or future product candidates may demonstrate different
chemical, biological and pharmacological properties in patients than they do in laboratory studies or may interact with human biological
systems in unforeseen or harmful ways. Product candidates in later stages of clinical trials may fail to show desired pharmacological
properties or produce the necessary safety and efficacy results despite having progressed through preclinical studies and initial clinical
trials. In addition, initial success in clinical trials may not be indicative of results obtained when such trials are completed. Product
candidates that have shown promising results in early-stage clinical trials may still suffer significant setbacks in subsequent clinical
trials. Our sole clinical trial to date was conducted on a small number of patients in a single academic clinical site for a limited
number of indications. We will have to conduct larger, well-controlled trials in our proposed indications at multiple sites to verify
the results obtained to date and to support any regulatory submissions for further clinical development of our product candidates. Our
assumptions related to our product candidates, such as with respect to lack of toxicity, are based on an early limited clinical trial
and may prove to be incorrect.

 A
number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in clinical development even
after achieving promising results in earlier, smaller clinical trials, and any such setbacks in our clinical development could have a
material adverse effect on our business and operating results. Moreover, clinical data are often susceptible to varying interpretations
and analyses that may delay, limit, or prevent regulatory approval. We do not know whether any later stage clinical trials of TVGN 489
or other clinical trials we may conduct will demonstrate consistent or adequate efficacy and safety with respect to the proposed indication
for use sufficient to receive regulatory approval or market our product candidates.

 Because
the number of patients in our proof-of-concept clinical trial of TVGN 489 was small, the results from this trial may be less reliable
than results achieved in larger clinical trials.

 A
trial design that is considered appropriate includes a sufficiently large sample size with appropriate statistical power, as well as
proper control of bias, to allow a meaningful interpretation of the results. The preliminary results of studies with smaller sample sizes,
such as our proof-of-concept clinical trial of TVGN 489, can be disproportionately influenced by the impact the product had on a few
individuals, which limits the ability to generalize the results across a broader community, thus making the study results less reliable
than studies with a larger number of patients and making it difficult to predict final results from preliminary results. Our proof-of-concept
clinical trial only tested TVGN 489 in the most common HLA type, and while we intend to treat patients with the six most common HLA types
in our next clinical trial of TVGN 489, our results in our proof-of-concept clinical trial may not be predictive of results in other
HLA types. As a result, there may be less certainty that TVGN 489 would achieve a statistically significant effect in any future clinical
trials. If we conduct any future clinical trials of TVGN 489, we may not achieve a statistically significant result. Similarly, if we
conduct a clinical trial of any other product candidate we develop with a small sample size, the results of any such trial may be less
reliable than results achieved in larger clinical trials and may provide less certainty of achieving statistically significant effects
in any future clinical trials. Such results could negatively impact our business, financial condition, results of operations and prospects.

in methods of product candidate manufacturing or formulation may result in additional costs or delay.

 As
product candidates proceed through preclinical studies to late-stage clinical trials towards potential approval and commercialization,
it is common that various aspects of the development program, such as manufacturing methods and formulation, are altered along the way
in an effort to optimize processes and results. Such changes carry the risk that they will not achieve these intended objectives. Any
of these changes could cause our product candidates to perform differently and affect the results of planned clinical trials or other
future clinical trials conducted with the materials manufactured using altered processes. Such changes may also require additional testing,
FDA notification, or FDA approval. This could delay completion of clinical trials, require the conduct of bridging clinical trials or
the repetition of one or more clinical trials, increase clinical trial costs, delay approval of our product candidates, and jeopardize
our ability to commence sales and generate revenue.

 Our
approach to the discovery and development of product candidates using our ExacTcell platform is unproven and may not result in marketable
products.

 The
success of our business depends in part upon our ability to develop and commercialize cell therapies based on our proprietary ExacTcell
platform. We have only conducted one Phase 1 trial based on a product developed using ExacTcell. Our approach to the development of cell
therapies using ExacTcell is novel. We may not continue to have access to effective HLA-typing diagnostics and may have difficulties
in obtaining or manufacturing significant quantities and breadth of single HLA-restricted cell lines to use in clinical trials or sufficient
to cover desired patient populations. We cannot assure the product candidates we develop with ExacTcell will be found to be safe and
effective in treating any disease so as to achieve marketing approval. If we uncover any previously unknown risks related to ExacTcell,
or if we experience unanticipated problems or delays in developing our ExacTcell product candidates, we may be unable to achieve our
strategy of building a broad pipeline of cell therapy product candidates.

 Our
preclinical studies and clinical trials may fail to demonstrate the safety and efficacy of our product candidates, or serious adverse
or unacceptable side effects may be identified during the development of our product candidates, which could prevent or delay regulatory
approval and commercialization, increase our costs, or necessitate the abandonment or limitation of the development of some of our product
candidates.

 Before
obtaining regulatory approvals for the commercial sale of our product candidates, we must demonstrate through lengthy, complex, and expensive
preclinical studies and clinical trials that our product candidates are safe, pure, and effective for use in each target indication,
and failures can occur at any stage of testing. Preclinical studies and clinical trials often fail to demonstrate safety or efficacy
of the product candidate studied for the target indication. The use of our current or future product candidates could be associated with
side effects or adverse events, which could vary in severity from minor reactions to death and in frequency from infrequent to prevalent.
In addition, if one or more of our product candidates or our T cell platform technology proves to be unsafe it would also materially
harm our business.

 In
addition to side effects caused by the product candidate, the administration process or related procedures also can cause adverse side
effects. If any such adverse events occur, our clinical trials could be suspended or terminated. If we cannot demonstrate that any adverse
events were not caused by the drug or administration process or related procedures, FDA could order us to cease further development of,
or deny approval of, our product candidates for any or all targeted indications. Even if we are able to demonstrate that all future serious
adverse events are not product-related, such occurrences could affect patient recruitment or the ability of enrolled patients to complete
the trial. Moreover, if we elect, or are required, to not initiate, delay, suspend or terminate any future clinical trial of any of our
product candidates, the commercial prospects of such product candidates may be harmed and our ability to generate product revenues from
any of these product candidates may be delayed or eliminated. In addition, these side effects may not be appropriately recognized or
managed by the treating medical staff.

our current and future product candidates have undergone and will undergo extensive safety testing and, where applicable, under such
conditions discussed with FDA, not all adverse effects of drugs can be predicted or anticipated. Immunotherapy and its method of action
of harnessing the body's immune system are powerful and could lead to serious side effects that we only discover in clinical trials
or during commercial marketing. Unforeseen side effects could arise either during clinical development or after our product candidates
have been approved by FDA and the approved product has been marketed, resulting in the exposure of additional patients. If our product
candidates are associated with side effects in clinical trials or have characteristics that are unexpected, we may need to abandon their
development or limit development to more narrow uses in which the side effects or other characteristics are less prevalent, less severe,
or more acceptable from a risk-benefit perspective. So far, we have not demonstrated that TVGN 489 or any other product candidate is
safe in humans, and we cannot predict if ongoing or future clinical trials will do so. If any of our current or future product candidates
fail to demonstrate safety and efficacy in clinical trials or do not gain marketing approval, we will not be able to generate revenue
and our business will be harmed.

 FDA
or an IRB may also require that we suspend, discontinue, or limit our clinical trials based on safety information, or that we conduct
additional preclinical studies regarding the safety and efficacy of our product candidates that we have not planned or anticipated. Such
findings could further result in FDA failing to provide marketing authorization for our product candidates or limiting the scope of the
approved indication, if approved. Many product candidates that initially showed promise in early-stage testing have later been found
to cause side effects that prevented further development of the product candidate.

 Additionally,
if one or more of our product candidates receives marketing approval, and we or others identify undesirable side effects caused by such
products, a number of potentially significant negative consequences could result, including:

 FDA
 may withdraw approvals of such product;

 FDA
 may require additional warnings on the labels such as a "black box" warning or
 a contraindication;

 we
 may be required to create a medication guide outlining the risks of such side effects for
 distribution to patients or other requirements subject to a REMS;

 we
 could be sued and held liable for harm caused to patients;

 we
 may not be able to achieve or maintain third-party payor coverage and adequate reimbursement;

 we
 may be required to recall a product or change the way such product is administered to patients;

 additional
 restrictions may be imposed on the marketing of the particular product or the manufacturing
 processes for the product or any component thereof; and

 our
 reputation and physician or patient acceptance of our products may suffer.

 There
can be no assurance that we will resolve any issues related to any product-related adverse events to the satisfaction of FDA in a timely
manner or at all.

 If
we encounter difficulties enrolling patients in our clinical trials, our clinical development activities could be delayed or otherwise
be adversely affected.

 The
successful and timely completion of clinical trials in accordance with their protocols depends on, among other things, our ability to
enroll a sufficient number of patients who remain in the trial until the trial's conclusion, including any follow-up period. We
may experience difficulties in patient enrollment in our clinical trials for a variety of reasons. The enrollment of patients depends
on many factors, including:

 the
 patient eligibility criteria defined in the protocol;

 the
 nature and size of the patient population required for analysis of the trial's primary
 endpoints and the process for identifying patients;

 the
 number and location of participating clinical sites or patients;

 the
 design of the trial;

 our
 ability to recruit clinical trial investigators with the appropriate competencies and experience;

 clinicians'
 and patients' perceptions as to the potential advantages and risks of the product candidate
 being studied in relation to other available therapies, including any new products that may
 be approved for the indications we are investigating;

 the
 availability of competing commercially available therapies and other competing drug candidates'
 clinical trials;

 our
 ability to obtain and maintain patient informed consents for participation in our clinical
 trials;

 the
 risk that patients enrolled in clinical trials will drop out of the trials before completion;
 and/or

 factors
 outside of our control, including as a result of business interruptions resulting from natural
 disasters and public health emergencies, such as the coronavirus.

 We
may experience difficulties in patient enrollment in our future clinical trials for a variety of reasons, including as a result of the
COVID-19 pandemic or similar occurrences. Conversely, a decrease in cases may reduce the number of eligible candidates for trials testing
COVID-19 therapeutics, such as TVGN 489. Additionally, as time passes, treating COVID-19 may become a less critical issue in the eyes
of the public, further limiting the potential patient population for COVID-19 therapeutics. Moreover, TVGN 489 may represent a departure
from more commonly used methods for COVID-19 treatment, and potential patients and their doctors may be inclined to use more conventional
therapies for the treatment of COVID-19 rather than enroll in any future clinical trial.

 The
timely completion of clinical trials in accordance with their protocols depends, among other things, on our ability to enroll a sufficient
number of patients who remain in the study until its conclusion. In addition, our clinical trials may compete with existing therapies
and other clinical trials for product candidates that are in the same therapeutic areas as our product candidates, and this competition
may reduce the number and types of patients available to us, because some patients who might have opted to enroll in our trials may instead
opt to enroll in a trial being conducted by one of our competitors. Accordingly, we cannot guarantee that our clinical trials will progress
as planned or as scheduled. Delays from difficulties in patient enrollment in a clinical trial may result in increased costs or affect
the timing, outcome, or completion of the trial, which could delay or prevent our receipt of regulatory approval of the applicable product
candidate or to abandon the trial altogether.

 We
may be required to suspend, repeat, or terminate our clinical trials if they are not conducted in accordance with regulatory requirements,
the results are negative or inconclusive, or the trials are not well designed.

 Clinical
trials must be conducted in accordance with FDA's GCP requirements. Clinical trials are subject to oversight by FDA and IRBs or
ethical committees at the study sites where the clinical trials are conducted. In addition, clinical trials must be conducted with product
candidates manufactured in accordance with applicable cGMP requirements. Clinical trials may be suspended by FDA, us, a DSMB, or by an
IRB with respect to a particular clinical trial site, for various reasons, including:

 deficiencies
 in the conduct of the clinical trials, including failure to conduct the clinical trial in
 accordance with regulatory requirements or study protocols;

 deficiencies
 in the clinical trial operations or trial sites;

 unforeseen
 adverse side effects or the emergence of undue risks to study subjects;

 deficiencies
 in the trial design necessary to demonstrate efficacy;

 the
 product candidate may not appear to offer benefits over current therapies; or

 the
 quality or stability of the product candidate may fall below acceptable standards.

 Any
such suspension or delay may result in us failing to obtain regulatory approval for our product candidates, which would materially harm
our business, results of operations and prospects.

 If
we do not achieve our projected development goals in the time frames we announce and expect, the commercialization of our products may
be delayed.

 From
time to time, we may estimate the timing of the accomplishment of various scientific, clinical, regulatory, manufacturing, and other
product development goals, which we may refer to as milestones. These milestones may include the commencement or completion of preclinical
studies and clinical trials and the submission of regulatory filings, including IND submissions. From time to time, we may announce the
expected timing of some of these milestones. All of these milestones are, and will be, based on a variety of assumptions. The actual
timing of these milestones can vary significantly compared to our estimates, in some cases for reasons beyond our control, including
with respect to challenges related to enrollment, manufacturing, and our reliance on third parties to conduct, supervise or monitor some
or all aspects of our clinical trials.

 Disruptions
at FDA and other government agencies, such as those that may be caused by funding shortages, could hinder their ability to hire, retain
or deploy key leadership and other personnel, or otherwise prevent new or modified products from being developed, approved, or commercialized
in a timely manner or at all, which could negatively impact our business.

 The
ability of FDA to review and approve new products can be affected by a variety of factors, including government budget and funding levels,
statutory, regulatory, and policy changes, FDA's ability to hire and retain key personnel and accept the payment of user fees,
and other events that may otherwise affect FDA's ability to perform routine functions. Average review times at the agency have
fluctuated in recent years as a result. In addition, government funding of FDA and other government agencies on which our operations
may rely, including those that fund research and development activities, is subject to the political process, which is inherently fluid
and unpredictable.

 Disruptions
at FDA and other agencies may also slow the time necessary for biological products, or biologics, or modifications to approved biologics
to be reviewed and/or approved by necessary government agencies, which would adversely affect our business. If a prolonged government
shutdown occurs, it could significantly impact the ability of FDA to timely review and process our regulatory submissions, which could
have a material adverse effect on our business. For example, over the last several years, the United States government has shut down
several times and certain regulatory agencies, such as FDA, have had to furlough critical FDA employees and stop critical activities.

 We
may develop future product candidates in combination with other therapies, which exposes us to additional regulatory risks.

 We
may develop future product candidates in combination with one or more currently approved therapies. These combinations may, among other
things, fail to demonstrate synergistic activity, may fail to achieve superior outcomes relative to the use of single agents or other
combination therapies, or may fail to demonstrate sufficient safety or efficacy traits in clinical trials to enable us to complete those
clinical trials or obtain marketing approval for the combination therapy.

 In
addition, even if any product candidate we develop were to receive marketing approval or be commercialized for use in combination with
other existing therapies, we would continue to be subject to the risk that FDA or a comparable foreign regulatory authorities could revoke
approval of the therapy used in combination with our product candidate or that safety, efficacy, manufacturing, or supply issues could
arise with these existing therapies. This could result in our own products being removed from the market or being less successful commercially.

 We
may also evaluate future product candidates in combination with one or more other therapies that have not yet been approved for marketing
by FDA or comparable foreign regulatory authorities. We will not be able to market and sell TVGN 489 or any product candidate we develop
in combination with any such unapproved therapies that do not ultimately obtain marketing approval.

 If
regulatory authorities do not approve these other biological products or revoke their approval of, or if safety, efficacy, manufacturing,
or supply issues arise with, the biologics we choose to evaluate in combination with any product candidate we develop, we may be unable
to obtain approval of or market any such product candidate.

 Risks
Related to Business Development and Commercialization

 Our
commercial success depends upon attaining significant market acceptance of our product candidates, if approved, among physicians, patients,
healthcare payors and the medical community, including hospitals and outpatient clinics.

 Even
if we obtain regulatory approval for any of our product candidates that we may develop or acquire in the future, the product may not
gain market acceptance among physicians, healthcare payors, patients or the medical community that supports our product development efforts,
including hospitals and outpatient clinics. Market acceptance of any of our product candidates for which we receive approval depends
on a number of factors, including:

 the
 efficacy and safety of the product candidates as demonstrated in clinical trials;

 the
 clinical indications and patient populations for which the product candidate is approved;

 acceptance
 by physicians and patients of the drug as a safe and effective treatment;

 the
 administrative and logistical burden of treating patients, including the availability and
 accessibility of healthcare provider sites for administering infusions to patients;

 the
 adoption of novel cellular therapies by physicians, hospitals, and third-party payors;

 the
 potential and perceived advantages of product candidates over alternative treatments;

 the
 safety of product candidates seen in a broader patient group, including its use outside the
 approved indications should physicians choose to prescribe for such uses;

 any
 restrictions on use together with other medications;

 the
 prevalence and severity of any side effects;

 FDA's
 product labeling or package insert requirements;

 the
 timing of market introduction of our products as well as competitive products;

 the
 development of manufacturing and distribution processes for our product candidates;

 the
 cost of treatment in relation to alternative treatments;

 the
 availability of coverage and adequate reimbursement from, and our ability to negotiate pricing
 with, third-party payors, providers, and government authorities;

 relative
 convenience and ease of administration; and

 the
 effectiveness of our sales and marketing efforts.

 We
expect the product candidates we develop will be regulated biologics and therefore they may be subject to biosimilar competition.

 The
Biologics Price Competition and Innovation Act of 2009 ("BPCIA") created an abbreviated pathway for the approval of for biological
product candidates shown to be highly similar to or interchangeable with an FDA licensed biological product. Under the BPCIA, an application
for a biosimilar product cannot be approved by FDA until 12 years after the reference product was approved under a BLA. The law is complex
and is still being interpreted and implemented by FDA. As a result, its ultimate impact, implementation, and meaning are subject to uncertainty.
Although it is uncertain when processes intended to implement BPCIA may be fully adopted by FDA, any of these processes could have a
material adverse effect on the future commercial prospects for our biological products.

 We
believe that any of the product candidates we develop that is approved in the United States as a biological product under a BLA should
qualify for the 12-year period of exclusivity. However, there is a risk that this exclusivity could be shortened, potentially creating
the opportunity for competition sooner than anticipated. Moreover, the extent to which a biosimilar, once approved, will be substituted
for any one of the reference products in a way that is similar to traditional generic substitution for non-biological products is not
yet clear, and will depend on a number of marketplace and regulatory factors that are still developing. Additionally, the increased likelihood
of biosimilar competition has increased the risk of loss of innovators' market exclusivity. Due to these risks, and uncertainties
regarding patent protection, if one of our product candidates are approved for marketing, it is not possible to predict the length of
market exclusivity for any particular product with certainty based solely on the expiration of the relevant patent(s) or the current
forms of regulatory exclusivity. The loss of market exclusivity for a product would likely materially and negatively affect revenues
from product sales of that product and thus our financial results and condition.

 In
addition, the approval of a biologic product that is a biosimilar to one of our products could have a material adverse impact on our
business as it may be significantly less costly to bring to market and may be priced significantly lower than our products.

 The
incidence and prevalence of the target patient population for TVGN 489 are based on estimates and third-party sources. If the market
opportunity for TVGN 489 or our other product candidates is smaller than we estimate or if any approval that we obtain is based on a
narrower definition of the patient population, our revenue and ability to achieve profitability might be materially and adversely affected.

 Periodically,
we make estimates regarding the incidence and prevalence of target patient populations based on various third-party sources and internally
generated analysis. These estimates may be inaccurate or based on imprecise data. For example, the total addressable market opportunity
for TVGN 489 will depend on, among other things, acceptance of TVGN 489 by the medical community, patient access, drug pricing and reimbursement,
and the number of eligible patients with COVID-19, which may decrease. The number of patients in the addressable markets may turn out
to be lower than expected, patients may not be otherwise amenable to treatment with TVGN 489, or new patients may become increasingly
difficult to identify or gain access to or may not have the requisite HLA-typing to receive the drug, all of which may significantly
harm our business, financial condition, results of operations and prospects.

 Even
if our product candidates receive regulatory approval, we will still face extensive ongoing regulatory requirements and continued regulatory
review, which may result in significant additional expense, and our products may still face future development and regulatory difficulties.

 Even
if we obtain regulatory approval for a product candidate, it would be subject to ongoing requirements by FDA governing the manufacture,
materials and facilities, qualification testing, quality control, further development, labeling, packaging, storage, distribution, post-approval
clinical data, adverse event reporting, safety surveillance, import, export, advertising, promotion, recordkeeping and reporting of safety
and other post-marketing information. These requirements include submissions of safety and other post-marketing information and reports,
establishment registration and product listing, as well as continued compliance by us and/or our contract manufacturing organizations
("CMOs") and CROs for any post-approval clinical trials that we conduct. The safety profile of any product will continue
to be closely monitored by FDA after approval. If FDA become aware of new safety information after approval of any of our product candidates,
they may require labeling changes or establishment of a REMS, impose significant restrictions on a product's indicated uses or
marketing or impose ongoing requirements for potentially costly post-approval studies or post-market surveillance.

 In
addition, manufacturers of cell therapies and their facilities are subject to initial and continual review and periodic inspections by
FDA for compliance with cGMP, GCP, GLP, GTP and other regulations. For certain commercial prescription biological products, manufacturers,
and other parties involved in the supply chain must also meet chain of distribution requirements and build electronic, interoperable
systems for product tracking and tracing and for notifying FDA of counterfeit, diverted, stolen, and intentionally adulterated products
or other products that are otherwise unfit for distribution in the United States. If we or a regulatory agency discover previously unknown
problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product
is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing facility or us, including requiring recall
or withdrawal of the product from the market or suspension of manufacturing. If we, our product candidates, or the manufacturing facilities
for our product candidates fail to comply with applicable regulatory requirements, a regulatory agency may:

 issue
 warning letters or untitled letters;

 mandate
 modifications to promotional materials or require us to provide corrective information to
 healthcare practitioners, or require other restrictions on the labeling or marketing of such
 products;

 require
 us to enter into a consent decree, which can include imposition of various fines, reimbursements
 for inspection costs, required due dates for specific actions and penalties for noncompliance;

 seek
 an injunction or impose civil or criminal penalties or monetary fines;

 suspend,
 withdraw, or modify regulatory approval;

 suspend
 or modify any ongoing clinical trials;

 refuse
 to approve pending applications or supplements to applications filed by us;

 suspend
 or impose restrictions on operations, including costly new manufacturing requirements; or

 seize
 or detain products, refuse to permit the import or export of products, or require us to initiate
 a product recall.

 The
occurrence of any of the foregoing may inhibit our ability to successfully commercialize our products.

 Advertising
and promotion of any product candidate that obtains approval in the United States will be heavily scrutinized by FDA, the U.S. Federal
Trade Commission, the Department of Justice, the Office of Inspector General of the Department of Health and Human Services, state attorneys
general, members of the U.S. Congress and the public. Violations, including actual or alleged promotion of our products for unapproved
or off-label uses, are subject to enforcement letters, inquiries and investigations, and potential civil and criminal sanctions by FDA.
Any actual or alleged failure to comply with labeling and promotion requirements may result in fines, warning letters, mandates to corrective
information to healthcare practitioners, injunctions, or civil or criminal penalties.

 If
we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell our product
candidates, we may be unable to generate any revenue.

 We
are at an early stage of establishing an organization that will be responsible for the sale, marketing and distribution of cell therapy
products and the cost of establishing and maintaining such an organization may exceed the cost-effectiveness of doing so. In order to
market any products that may be approved by FDA, we must build our sales, marketing, managerial and other non-technical capabilities
or make arrangements with third parties to perform these services. There are significant risks involved in building and managing a sales
organization, including our ability to hire, retain and incentivize qualified individuals, generate sufficient sales leads, provide adequate
training to sales and marketing personnel, and effectively manage a geographically dispersed sales and marketing team. Any failure or
delay in the development of our internal sales, marketing and distribution capabilities would adversely impact the commercialization
of these products. We may be competing with many companies that currently have extensive and well-funded sales and marketing operations.
Without a sufficiently scaled, appropriately timed, and trained internal commercial organization or the support of a third party to perform
sales and marketing functions, we may be unable to compete successfully against these more established companies.

 Data
protection, privacy and similar laws restrict access, use, and disclosure of information, and failure to comply with or adapt to changes
in these laws could materially and adversely harm our business.

 We
are subject to federal and state data privacy and security laws and regulations and expectations relating to privacy continue to evolve.
Changes in these laws may limit our data access, use, and disclosure, and may require increased expenditures. In addition, data protection,
privacy and similar laws protect more than patient information and, although they vary by jurisdiction, these laws can extend to employee
information, business contact information, provider information, and other information relating to identifiable individuals. For example,
the California Consumer Privacy Act ("CCPA") requires covered businesses to, among other things, provide disclosures to California
consumers regarding the collection, use and disclosure of such consumers' personal information and afford such consumers new rights
with respect to their personal information, including the right to opt out of certain sales of personal information. Comprehensive and
sensitive data laws in a number of states have gone into or will go into effect during the next few years. We believe that further increased
regulation in additional jurisdictions is likely in the area of data privacy. Any of the foregoing may have a material adverse effect
on our ability to provide services to patients and, in turn, our results of operations.

 Data
protection, privacy and similar laws protect more than patient information and, although they vary by jurisdiction, these laws can extend
to employee information, business contact information, provider information, and other information relating to identifiable individuals.
Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, damage to our
reputation, and liability under contractual provisions. In addition, compliance with such laws may require increased costs to us or may
dictate that wet not offer certain types of services in the future.

 Our
internal computer systems, or those used by our contractors or consultants, may fail, or suffer security breaches.

 Our
internal computer systems and the systems of our contractors and consultants are vulnerable to damage from cyber-attacks and unauthorized
access. While we have not experienced any such material system failure or security breach to date, if such an event were to occur and
cause interruptions in our operations, it could result in a material disruption of our development programs and our business operations.
For example, the loss of clinical trial data from future clinical trials could result in delays in our regulatory approval efforts and
significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach were to result
in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could
incur liability and the further development and commercialization of our product candidates could be delayed.

 Coverage
and reimbursement may be limited or unavailable in certain market segments for our product candidates, which could make it difficult
for us to sell our product candidates, if approved, profitably.

 Successful
sales of our product candidates, if approved, depend on the availability of coverage and adequate reimbursement from third-party payors
including governmental healthcare programs, such as Medicare and Medicaid, managed care organizations and commercial payors, among others.
Significant uncertainty exists as to the coverage and reimbursement status of any product candidates for which we obtain regulatory approval.

 Patients
who are provided medical treatment for their conditions generally rely on third-party payors to reimburse all or part of the costs associated
with their treatment. Obtaining coverage and adequate reimbursement from third-party payors is critical to new product acceptance. Third-party
payors decide which drugs and treatments they will cover and the amount of reimbursement. Reimbursement by a third-party payor may depend
upon a number of factors, including, but not limited to, the third-party payor's determination that use of a product is a covered
benefit under its health plan, safe, effective, and medically necessary, appropriate for the specific patient, cost-effective, and neither
experimental nor investigational.

 Obtaining
coverage and reimbursement of a product from a government or other third-party payor is a time consuming and costly process that could
require us to provide to the payor supporting scientific, clinical and cost-effectiveness data for the use of our products. Even if we
obtain coverage for a given product, if the resulting reimbursement rates are insufficient, hospitals may not approve our product for
use in their facility or third-party payors may require co-payments that patients find unacceptably high. Separate reimbursement for
the product itself may or may not be available. Instead, the hospital or administering physician may be reimbursed only for providing
the treatment or procedure in which our product is used. Further, at least annually, the Centers for Medicare and Medicaid Services ("CMS")
revise the reimbursement systems used to reimburse health care providers, which may result in reduced Medicare payments. In some cases,
private third-party payers rely on all or portions of Medicare payment systems to determine payment rates. Changes to government healthcare
programs that reduce payments under these programs may negatively impact payments from private third-party payers and reduce the willingness
of physicians and providers to use our product candidates.

 In
the United States, no uniform policy of coverage and reimbursement for products exists among third-party payors. Therefore, coverage
and reimbursement for products can differ significantly from payor to payor. Further, one payor's determination to provide coverage
for a product does not assure that other payors will also provide coverage for the product. Adequate third-party reimbursement may not
be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment in product development.
Because our product candidate may have a higher cost of goods than conventional therapies, and may require long-term follow-up evaluations,
the risk that coverage and reimbursement rates may be inadequate for us to achieve profitability may be greater. There is significant
uncertainty related to insurance coverage and reimbursement of newly approved products. It is difficult to predict at this time what
third-party payors will decide with respect to the coverage and reimbursement for our product candidate. Moreover, payment methodologies
may be subject to changes in healthcare legislation and regulatory initiatives. Additional state and federal healthcare reform measures
are expected to be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare
products and services, which could result in reduced demand for certain pharmaceutical products or additional pricing pressures. We expect
to experience pricing pressures in connection with the sale of any of our product candidates due to the trend toward managed healthcare,
the increasing influence of health maintenance organizations, cost containment initiatives and additional legislative changes.

 Net
prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and by
any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than in
the United States. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from
list prices and are challenging the prices charged for medical products. In addition, many pharmaceutical manufacturers must calculate
and report certain price reporting metrics to the government, such as average sales price and best price. Penalties may apply in some
cases when such metrics are not submitted accurately and timely. Further, these prices for drugs may be reduced by mandatory discounts
or rebates required by government healthcare programs. Payment methodologies may be subject to changes in healthcare legislation and
regulatory initiatives.

 We
intend to seek approval to market our product candidates in both the United States and in selected foreign jurisdictions. Increased efforts
by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations
to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate
payment for our product candidate. If we obtain approval in one or more foreign jurisdictions for our product candidates, we will be
subject to rules and regulations in those jurisdictions. In some foreign countries, particularly those in Europe, the pricing of biologics
is subject to governmental control. In these countries, pricing negotiations with governmental authorities can take considerable time
after obtaining marketing approval of a product candidate. Some of these countries may require the completion of clinical trials that
compare the cost-effectiveness of a particular product candidate to currently available therapies. Other European Union member states
allow companies to fix their own prices for medicines but monitor and control company profits. In addition, in some countries, cross-border
imports from low-priced markets exert a commercial pressure on pricing within a country.

 The
marketability of any product candidates for which we receive regulatory approval for commercial sale may suffer if government and other
third-party payors fail to provide coverage and adequate reimbursement. We expect downward pressure on pharmaceutical pricing to continue.
Further, coverage policies and third-party reimbursement rates may change at any time. Even if favorable coverage and reimbursement status
is attained for one or more products for which we receive regulatory approval, less favorable coverage policies and reimbursement rates
may be implemented in the future.

 The
advancement of healthcare reform may negatively impact our ability to sell our product candidates, if approved, profitably.

 Third-party
payors, whether domestic or foreign, or governmental or commercial, are developing increasingly sophisticated methods of controlling
healthcare costs. In both the United States and certain foreign jurisdictions, there have been a number of legislative and regulatory
changes to the health care system that could impact our ability to sell our product candidates, if approved, profitably.

 There
have been, and likely will continue to be, legislative and regulatory proposals at the foreign, federal, and state levels directed at
broadening the availability of healthcare and containing or lowering the cost of healthcare. The implementation of cost containment measures
or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our products.
Such reforms could have an adverse effect on anticipated revenue from product candidates that we may successfully develop and for which
we may obtain regulatory approval and may affect our overall financial condition and ability to develop product candidates.

 Additionally,
there has been heightened governmental scrutiny in the United States of pharmaceutical and biologics pricing practices in light of the
rising cost of prescription drugs and biologics. This scrutiny has resulted in various Congressional inquiries and proposed and enacted
federal and state legislation designed to, among other things, bring more transparency to product pricing, review the relationship between
pricing and manufacturer patient programs, and reform government program reimbursement methodologies for products.

 We
expect that additional U.S. federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that
the U.S. federal government will pay for healthcare drugs and services, which could result in reduced demand for our drug candidates
or additional pricing pressures. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction
in payments from private payors, which may adversely affect our future profitability. Individual states in the United States have also
become increasingly active in passing legislation and implementing regulations designed to control pharmaceutical and biological product
pricing, including price or patient reimbursement constraints, discounts, restrictions on certain drug access and marketing cost disclosure
and transparency measures, and designed to encourage importation from other countries and bulk purchasing. Legally mandated price controls
on payment amounts by third-party payors or other restrictions could harm our business, financial condition, results of operations and
prospects. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine
what drug products and which suppliers will be included in their prescription drug and other healthcare programs. The continuing efforts
of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs
of healthcare and/or impose price controls may adversely affect our business, financial condition, results of operations and prospects.

 We
may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, and health information
privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

 If
we obtain FDA approval for any of our product candidates and begin commercializing those products in the United States, our operations
may be subject to various federal and state fraud and abuse laws, including, without limitation, the federal Anti-Kickback Statute, the
federal False Claims Act, and federal and state transparency laws and regulations. These laws may impact, among other things, our proposed
sales, marketing, and education programs. In addition, we may be subject to patient privacy regulation by both the federal government
and the states in which we conduct our business. These laws, described in further detail in " Regulatory Environment –
Healthcare Regulation – Other Healthcare Laws and Compliance Requirements," include:

 the
 federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly
 and willfully soliciting, receiving, offering, or paying remuneration, directly or indirectly,
 to induce, or in return for, the purchase or recommendation of an item or service reimbursable
 under a federal healthcare program, such as the Medicare and Medicaid programs;

 the
 federal civil False Claims Act, which prohibits, among other things, individuals or entities
 from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment
 of government funds, or knowingly making, using or causing to be made or used, a false record
 or statement material to an obligation to pay money to the government or knowingly concealing
 or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money
 to the federal government;

 HIPAA,
 which created new federal criminal statutes that prohibit executing a scheme to defraud any
 healthcare benefit program and making false statements relating to healthcare matters;

 HIPAA,
 as amended by the Health Information Technology for Economic and Clinical Health Act, and
 its implementing regulations, which imposes specified requirements relating to the privacy,
 security, and transmission of individually identifiable health information;

 the
 U.S. federal Physician Payment Sunshine Act, which requires manufacturers of drugs, devices,
 biologics, and medical supplies for which payment is available under Medicare, Medicaid or
 the Children's Health Insurance Program (with certain exceptions) to report annually
 to the CMS information related to direct or indirect payments and other transfers of value
 to physicians and teaching hospitals (and certain other practitioners), as well as ownership
 and investment interests held in the company by physicians and their immediate family members;
 and

 state
 law equivalents of each of the above federal laws, such as anti-kickback and false claims
 laws that may apply to items or services reimbursed by any third-party payor, including governmental
 and private payors, laws that require manufacturers to comply with the pharmaceutical industry's
 voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal
 government, or otherwise restrict payments that may be made to healthcare providers and other
 potential referral sources, state laws that require drug manufacturers to report information
 related to payments and other transfers of value to physicians and other healthcare providers
 or marketing expenditures, and state laws governing the privacy and security of health information
 in specified circumstances, many of which differ from each other in significant ways and
 may not have the same scope or application, thus complicating compliance efforts.

 Efforts
to ensure that our collaborations with third parties, and our business generally, will comply with applicable United States and healthcare
laws and regulations will involve substantial costs. Governmental authorities could conclude that our business practices may not comply
with statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations
are found to violate any of these laws or any other governmental laws and regulations that may apply to us, we may be subject to significant
civil, criminal and administrative penalties, damages, fines, imprisonment, exclusion of products from government funded healthcare programs,
contractual damages, reputational harm, disgorgement or curtailment or restricting of our operations, any of which could substantially
disrupt our operations and diminish our profits and future earnings. If any of the physicians or other providers or entities with whom
we expect to do business is found not to be in compliance with applicable laws, they may be subject to criminal, civil or administrative
sanctions, including exclusions from government funded healthcare programs. The risk of our being found in violation of these laws is
increased by the fact that many of them have not been fully interpreted by the regulatory authorities or the courts, and their provisions
are open to a variety of interpretations.

 Our
relationships with customers, physicians including clinical investigators, CROs and third-party payors are subject, directly or indirectly,
to federal and state healthcare fraud and abuse laws, false claims laws, health information privacy and security laws, transparency laws,
government price reporting and other healthcare laws and regulations. If we or our employees, independent contractors, consultants, commercial
partners, vendors, or other agents violate these laws, we could face substantial penalties.

 These
laws may impact, among other things, our clinical research programs as well as our proposed and future sales, marketing, and education
programs. In particular, the promotion, sales and marketing of healthcare items and services is subject to extensive laws and regulations
designed to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a
wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive and other business arrangements. We
may also be subject to federal, state, and foreign laws governing the privacy and security of identifiable patient information.

 The
scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform.
Federal and state enforcement bodies have recently increased their scrutiny of interactions between healthcare companies and healthcare
providers, which has led to a number of investigations, prosecutions, convictions, and settlements in the healthcare industry. Because
of the breadth of these laws and the narrowness of the statutory exceptions and regulatory safe harbors available, it is possible that
some of our business activities, or our arrangements with physicians, could be subject to challenge under one or more of such laws. If
we or our employees, independent contractors, consultants, commercial partners, and vendors violate these laws, we may be subject to
investigations, enforcement actions and/or significant penalties.

 It
is not always possible to identify and deter employee misconduct or business noncompliance, and the precautions we take to detect and
prevent inappropriate conduct may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental
investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Efforts to ensure
that our business arrangements will comply with applicable healthcare laws may involve substantial costs. It is possible that governmental
and enforcement authorities will conclude that our business practices may not comply with current or future statutes, regulations or
case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against
us, and we are not successful in defending themselves or asserting our rights, those actions could have a significant impact on our business,
including the imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary fines, possible exclusion from
participation in federal healthcare programs, reputational harm, diminished profits and future earnings, additional reporting requirements
and/or oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance
with these laws, and curtailment of our operations, any of which could adversely affect our ability to operate our business and our results
of operations. In addition, the approval and commercialization of any of our product candidates outside the United States will also likely
subject us to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.

 If
we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur
costs that could have a material adverse effect on the success of our business.

 We
are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the
handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable
materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We cannot eliminate the
risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials,
we could be held liable for any resulting damages, and any liability could exceed our resources. We also could incur significant costs
associated with civil or criminal fines and penalties.

 Risks
Related to Manufacturing and Reliance on Third Parties

 The
manufacture of cell therapies is subject to a multitude of manufacturing risks, any of which could substantially increase our costs and
limit supply of our product candidates.

 The
process of manufacturing cell therapies is complex, highly regulated, subject to multiple risks, and requires significant expertise.
Manufacturers of cell therapy products often encounter difficulties in production, particularly in scaling out and validating initial
production and ensuring the absence of contamination. These include difficulties with production costs and yields, quality control, shortages
of qualified personnel, and compliance with strictly enforced regulations. Cell therapy manufacturing facilities also require appropriate
commissioning and validation activities to demonstrate that they operate as designed. There are limited numbers of CMOs that operate
under cGMP regulations and that are capable of manufacturing cell therapies, and transferring manufacturing processes and know-how is
complex and may require utilization of new or different processes to meet the specific requirements of a given facility.

 Cell
therapy manufacturing is susceptible to product loss due to contamination, equipment failure, and vendor or operator error. The facilities
in which our product candidates will be made could also be adversely affected by pandemics, natural disasters, equipment failures, labor
shortages, power failures, supply chain problems, changes in laws and regulations, and numerous other factors. Even minor deviations
from normal manufacturing and distribution for any of our product candidates could result in reduced production yields, impact to product
quality, and other supply disruptions. Manufacturing cell therapies is susceptible to risks associated with the need to maintain aseptic
conditions throughout the manufacturing process. Contamination with pathogens or ingress of microbiological material may result in unusable
product and could also delay the manufacture of product candidates, resulting in delays in development. If contamination is discovered,
the facilities in which our product candidates are made may need to be closed for an extended period of time for investigation and remediation.
Because our cell therapy product candidates are manufactured from the cells of third-party donors, the manufacturing process is also
susceptible to insufficient quantity or inadequate quality of third-party donor material.

 Manufacturing
is also subject to FDA and comparable foreign regulation. For example, FDA will not approve a cellular product if the manufacturer is
not in compliance with cGMPs and GTPs, to the extent applicable. If we are unable to reliably produce products in accordance with specifications
acceptable to authorities, we may not obtain or maintain the approvals we need to commercialize our product candidates. Failure to comply
with manufacturing regulations may lead to regulatory enforcement actions against our third-party manufacturers or us that result in
fines and civil and criminal penalties, imprisonment, suspension, delay, or restriction of production, injunctions, delay or denial of
product approval, clinical holds or termination of clinical trials, warning or untitled letters, regulatory authority communications
warning the public about safety issues with the cell therapies, refusal to permit import or export, product seizure, detention, or recall,
lawsuits under the civil False Claims Act, or consent decrees.

 Our
efforts to establish manufacturing capabilities, either on our own or through a contract relationship, will involve significant time
and expense and may not be successful.

 Our
manufacturing experience as an organization and with our contractors is limited. We relied on a Clinical Trial Services and Materials
Agreement with Thomas Jefferson University for the manufacture of TVGN 489 for our Phase 1 proof-of-concept trial. However, we will need
to establish manufacturing capabilities, either on our own or through a contract relationship, in order to meet our projected supply
needs for clinical and commercial materials to support our activities through regulatory approval and commercial manufacturing of our
product candidates, if approved. Our efforts to develop manufacturing capability are currently focused on acquiring existing manufacturing
facilities or constructing one or more new manufacturing facilities, including through collaboration with a potential facility development
partner. Securing a manufacturing facility will involve considerable time and expense, and may not be successful. In addition, we cannot
ensure that we can successfully manufacture our products in compliance with cGMP, GTP, and any other applicable laws, regulations, and
standards in sufficient quantities for clinical trials or for commercial sale. We have no prior experience in establishing a manufacturing
facility and we may encounter challenges given the complexity of manufacturing cell therapies. We must also compete for the small number
of individuals with expertise in cell therapy manufacturing. Even if we are able to establish manufacturing operations, given the complexities
of manufacturing cell therapy products, there is no assurance that we will be able to successfully produce sufficient amounts, or sufficient
quality, of TVGN 489 in order to move forward with our clinical development plans.

 We
depend on third-party suppliers for key materials used in our manufacturing processes, and the loss of these third-party suppliers or
their inability to supply us with adequate materials could harm our business.

 We
rely on third-party suppliers for certain materials and components required for the production of our product candidates. Our dependence
on these suppliers and the challenges we may face in obtaining adequate supplies of materials involve several risks, including limited
control over pricing, availability, and quality and delivery schedules. We also face competition for supplies from other cell therapy
companies. Such competition may make it difficult for us to secure raw materials or the testing of such materials on commercially reasonable
terms or in a timely manner. Our negotiation leverage is limited, and we are likely to get lower priority than our competitors that are
larger than we are. In addition, the biotechnology market has recently experienced supply chain disruptions. We cannot be certain that
our suppliers will continue to provide us with the quantities of the raw materials that we require or satisfy our anticipated specifications
and quality requirements whether due to our size or otherwise. Any supply interruption in limited or sole sourced raw materials could
materially harm our ability to manufacture our product candidates until a new source of supply, if any, could be identified and qualified.
We may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance
failure on the part of our suppliers could delay the development and potential commercialization of our product candidates, including
limiting supplies necessary for clinical trials and regulatory approvals, which would have a material adverse effect on our business.

 If
the third parties we rely on to help conduct our preclinical studies and clinical trials do not successfully carry out their contractual
duties, comply with regulatory requirements, or meet expected deadlines, we may not be able to obtain marketing approval for or commercialize
TVGN 489 and any future product candidates we develop, and our business could be materially harmed.

 We
outsource some of the conduct and management of our clinical trials to third parties. Agreements with clinical investigators and medical
institutions for clinical testing and with other third parties for data management services and clinical trial management services place
substantial responsibilities on these parties that, if unmet, could result in delays in, or termination of, our clinical trials.

 We
rely on universities, medical institutions, clinical investigators, contract laboratories and other third parties to conduct or help
us conduct GLP-compliant preclinical studies and GCP-compliant clinical trials on our product candidates properly and on time. While
we have agreements governing their activities, we control only certain aspects of their activities and have limited influence over their
actual performance. The third parties with whom we contract play a significant role in the conduct of these studies and trials and the
subsequent collection and analysis of data. These third parties are not our employees and, except for restrictions imposed by our contracts
with such third parties, we have limited ability to control the amount or timing of resources that they devote to our current or future
product candidates. Although we rely on these third parties to conduct our GLP-compliant preclinical studies and GCP-compliant clinical
trials, we remain responsible for ensuring that each of our preclinical studies and clinical trials is conducted in accordance with its
investigational plan and protocol and applicable laws and regulations, and our reliance on the CROs does not relieve us of our regulatory
responsibilities. If any of our clinical trial sites fail to comply with GCP, we may be unable to use the data gathered at those sites.

 Many
of the third parties with whom we contract may also have relationships with other commercial entities, including our competitors, for
whom they may also be conducting clinical trials or other drug development activities that could harm our competitive position. Some
of our agreements may also be terminated by these third parties under certain other circumstances. If the third parties conducting our
preclinical studies or our clinical trials do not adequately perform their contractual duties or obligations, experience significant
business challenges, disruptions or failures, do not meet expected deadlines, terminate their agreements with us or need to be replaced,
or if the quality or accuracy of the data they obtain is compromised due to their failure to adhere to our protocols or to GLP and GCP,
or for any other reason, we may need to enter into new arrangements with alternative third parties. This could be difficult, costly,
or impossible, and our preclinical studies or clinical trials may need to be extended, delayed, terminated, or repeated. As a result,
we may not be able to obtain regulatory approval in a timely fashion, or at all, for the applicable product candidate, our financial
results and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate
revenues could be delayed.

 We
may depend on third-party collaborators for the development and commercialization of certain of our current and future product candidates.
If our collaborations are not successful, we may not be able to capitalize on the market potential of these product candidates.

 In
the future, we may form or seek strategic alliances, joint ventures, or collaborations, or enter into licensing arrangements with third
parties that we believe will complement or augment our development and commercialization efforts with respect to product candidates we
develop. Potential future collaborations involving our product candidates may pose the following risks to us:

 may have significant discretion in determining the efforts and resources that they will apply
 to these collaborations;

 could independently develop, or develop with third parties, products that compete directly
 or indirectly with our products or product candidates;

 may not properly enforce, maintain, or defend our intellectual property rights or may use
 our proprietary information in a way that gives rise to actual or threatened litigation or
 that could jeopardize or invalidate our intellectual property or proprietary information,
 exposing us to potential litigation or other intellectual property proceedings;

 may infringe the intellectual property rights of third parties, which may expose us to litigation
 and potential liability;

 disputes
 may arise between a collaborator and us that cause the delay or termination of the research,
 development, or commercialization of the product candidate, or that result in costly litigation
 or arbitration that diverts management attention and resources;

 with marketing and distribution rights to one or more of our product candidates that achieve
 regulatory approval may not commit sufficient resources to the marketing and distribution
 of such products;

 if
 a present or future collaborator were to be involved in a business combination, the continued
 pursuit and emphasis on our product development or commercialization program under such collaboration
 could be delayed, diminished, or terminated; and

 collaboration
 agreements may restrict our right to independently pursue new product candidates.

 If
we enter into collaboration agreements and strategic partnerships or license our intellectual property, products, or businesses, we may
not be able to realize the expected benefit of such transactions if we are unable to successfully integrate them with our existing operations,
which could delay our timelines or otherwise adversely affect our business. We also cannot be certain that, following a strategic transaction
or license, we will achieve the revenue or net income that justifies such transaction. Any of the factors set forth above and any delays
in entering into new collaborations or strategic partnership agreements related to any product candidate we develop could delay the development
and commercialization of our product candidates, which would harm our business prospects, financial condition, and results of operations.

 In
the event a present or future collaborator terminates their agreement with us, we would be prevented from receiving the benefits of any
such agreement, which could have a materially adverse effect on our results of operations.

 We
may have to alter our development and commercialization plans if we seek to establish collaborations and are not able to establish them
on commercially reasonable terms.

 The
advancement of our product candidates and development programs and the potential commercialization of our current and future product
candidates will require substantial additional cash to fund expenses. For some of our current or future product candidates, we may decide
to collaborate with third parties with respect to development and potential commercialization. Any of these relationships may require
us to incur non-recurring and other charges, increase our near- and long-term expenditures, issue securities that dilute our existing
stockholders, or disrupt our management and business.

 We
face significant competition in seeking appropriate strategic partners and the negotiation process is time-consuming and complex. Whether
we reach a definitive agreement for other collaborations will depend, among other things, upon our assessment of the collaborator's
resources and expertise, the terms and conditions of the proposed collaboration and the collaborator's evaluation of a number of
factors. Those factors may include the design or results of clinical trials, the progress of our clinical trials, the likelihood of approval
by FDA or similar regulatory authorities outside the United States, the potential market for the subject product candidate, the costs
and complexities of manufacturing and delivering such product candidate to patients, the potential of competing products, the existence
of uncertainty with respect to our ownership of technology and market conditions generally. The collaborator may also consider alternative
product candidates or technologies for similar indications that may be available to collaborate on and whether such a collaboration could
be more attractive than the one with us for our product candidate.

 We
may also be restricted under collaboration agreements from entering into future agreements on certain terms with potential collaborators.
Such exclusivity could limit our ability to enter into strategic collaborations with future collaborators. In addition, there have been
a significant number of business combinations among large pharmaceutical and biotechnology companies that have resulted in a reduced
number of potential future collaborators.

 We
may not be able to negotiate collaborations on a timely basis, on acceptable terms, or at all. If we are unable to do so, we may have
to curtail the development of the product candidate for which we are seeking to collaborate, reduce or delay its development program
or one or more of our other development programs, delay its potential commercialization or reduce the scope of any marketing or sales
activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to
increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which
may not be available to us on acceptable terms or at all.

 Risks
Related to Intellectual Property

 If
we are unable to obtain and maintain adequate patent protection for our product candidates or ExacTcell, our competitors could develop
and commercialize products similar or identical to ours, and our ability to successfully commercialize our product candidates may be
adversely affected.

 Our
success depends, in large part, on our ability to obtain and maintain patent protection in the United States and other countries with
respect to our product candidates. We have sought, and intend to seek, to protect our proprietary position by filing patent applications
in the United States and abroad related to our product candidates and technology that are important to our business.

 The
patent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions
and has, in recent years, been the subject of much litigation. As a result, the issuance, scope, validity, enforceability, and commercial
value of our patent rights are highly uncertain. Our issued patents may not, and our pending and future patent applications may not result
in patents being issued that adequately protect our technology or product candidates or prevent others from commercializing similar or
alternative competitive technologies and product candidates. There is no assurance that all potentially relevant prior art relating to
our patents and patent applications is known to us or has been found. We may be unaware of prior art that could be used to invalidate
an issued patent or prevent a pending patent application from issuing as a patent. Because patent applications in the United States and
most other countries are confidential for a period of time after filing, and some remain so until issued, we cannot be certain that we
were the first to file a patent application relating to any particular aspect of a product candidate. Furthermore, if third parties have
filed such patent applications, we may challenge their ownership, for example in a derivation proceeding before the USPTO to determine
who has the right to the claimed subject matter in the applications. Similarly, if our patent applications are challenged in a derivation
proceeding, the USPTO may hold that a third party is entitled to certain patent ownership rights instead of us. We may then be forced
to seek a license from the third party that may not be available on commercially favorable terms, or at all.

 The
patent prosecution process is expensive, time-consuming, and complex, and we may not be able to file, prosecute, maintain, enforce, or
license all necessary or desirable patent applications at a reasonable cost or in a timely manner. It is also possible that we will fail
to identify patentable aspects of our research and development output before it is too late to obtain patent protection.

 Obtaining
and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements
imposed by government patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

 Periodic
maintenance fees, renewal fees, annuity fees and various other government fees on patents or applications will be due to be paid to the
USPTO and various government patent agencies outside of the United States over the lifetime of our patents or applications and any patent
rights we own or may own in the future. The USPTO and various non-U.S. government patent agencies require compliance with several procedural,
documentary, fee payment and other similar provisions during the patent application process. In many cases, an inadvertent lapse can
be cured by payment of a late fee or by other means in accordance with the applicable rules. There are situations, however, in which
non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent
rights in the relevant jurisdiction. In such an event, potential competitors might be able to enter the market and this circumstance
could have a material adverse effect on our business.

 We
may not be able to protect our intellectual property rights throughout the world.

 Filing,
prosecuting, and enforcing patents on product candidates in all countries throughout the world would be prohibitively expensive, and
our intellectual property rights in some countries outside the United States may be less extensive than those in the United States. In
addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws
in the United States. Consequently, we may be less likely to be able to prevent third parties from infringing our patents in all countries
outside the United States, or from selling or importing products that infringe our patents in and into the United States or other jurisdictions.
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and,
further, may export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as
that in the United States. These products may compete with our products and our patents or other intellectual property rights may not
be effective or sufficient to prevent them from competing.

 Many
countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition,
many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent
owner may have limited remedies, which could materially diminish the value of such patent. If we are forced to grant a license to third
parties with respect to any patents relevant to our business, our competitive position may be impaired and our business, financial condition,
results of operations and prospects may be adversely affected.

in patent law could diminish the value of patents in general, thereby impairing our ability to protect our product candidates.

in either the patent laws or interpretation of the patent laws in the United States could increase the uncertainties and costs surrounding
the prosecution of patent applications and the enforcement or defense of issued patents. After March 2013, under the Leahy-Smith America
Invents Act (the "America Invents Act"), the United States transitioned to a first inventor to file system in which, assuming
that other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent on
an invention regardless of whether a third party was the first to invent the claimed invention. The America Invents Act also included
a number of significant changes that affected the way patent applications are prosecuted and also may affect patent litigation. These
include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity
or ownership of a patent by USPTO administered post-grant proceedings, including post-grant review, inter partes review and derivation
proceedings. Additional changes in patent law could increase the uncertainties and costs surrounding the prosecution of our patent applications
and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition,
results of operations and prospects.

 In
addition, the patent positions of companies in the development and commercialization of biologics and pharmaceuticals are particularly
uncertain. Rulings from the U.S. Court of Appeals for the Federal Circuit and the U.S. Supreme Court have narrowed the scope of patent
protection available in certain circumstances and weakened the rights of patent owners in certain situations. This combination of events
has created uncertainty with respect to the validity and enforceability of patents. Depending on future actions by the U.S. Congress,
the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that could have a material
adverse effect on our existing patent portfolio and our ability to protect and enforce our intellectual property in the future.

 We
may become involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time-consuming, and unsuccessful.

 Competitors
may infringe our intellectual property rights, or we may be required to defend against claims of infringement. Countering infringement
or unauthorized use claims or defending against claims of infringement can be expensive and time-consuming. Even if resolved in our favor,
litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant expenses and could distract
our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results
of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to
be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially
increase our operating losses and reduce the resources available for development activities or any future marketing, sales, or distribution
activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our
competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater
financial resources and more mature and developed intellectual property portfolios. Uncertainties resulting from the initiation and continuation
of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.

 In
addition, many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets
and other intellectual property, particularly those relating to biotechnology products, which could make it difficult for us to stop
the infringement of our patents or marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce
our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects
of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not
issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages
or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property
rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we own, develop
or license.

 Issued
patents covering our product candidates could be found invalid or unenforceable if challenged in court. We may not be able to protect
our trade secrets in court.

 If
we initiate legal proceedings against a third party to enforce any patent that is issued covering one of our product candidates, the
defendant could counterclaim that the patent covering our product candidate is invalid or unenforceable. In patent litigation in the
United States, defendant counterclaims alleging invalidity or unenforceability are commonplace. Grounds for a validity challenge could
be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, written description, or
non-enablement. In addition, patent validity challenges may, under certain circumstances, be based upon non-statutory obviousness-type
double patenting, which, if successful, could result in a finding that the claims are invalid for obviousness-type double patenting or
the loss of patent term, including a patent term adjustment granted by the USPTO, if a terminal disclaimer is filed to obviate a finding
of obviousness-type double patenting. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution
of the patent withheld information material to patentability from the USPTO, or made a misleading statement, during prosecution. Third
parties also may raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation.
Such mechanisms include re-examination, post grant review, inter partes review and equivalent proceedings in foreign jurisdictions.
Such proceedings could result in the revocation or cancellation of or amendment to our patents in such a way that they no longer cover
our product candidates. The outcome following legal assertions of invalidity and unenforceability is unpredictable. We cannot be certain
that there is no invalidating prior art of which the patent examiner and we were unaware during prosecution. If a defendant were to prevail
on a legal assertion of invalidity or unenforceability, we could lose part, and perhaps all, of the patent protection on one or more
of our product candidates. Such a loss of patent protection could have a material adverse impact on our business.

 In
addition to the protection afforded by patents, we rely on trade secret protection and confidentiality agreements to protect proprietary
know-how that is not patentable or that we elect not to patent, processes for which patents are difficult to enforce and any other elements
of our product candidate discovery and development processes that involve proprietary know-how, information or technology that is not
covered by patents, including portions of our ExacTcell platform. However, trade secrets can be difficult to protect, and some courts
inside and outside the United States are less willing or unwilling to protect trade secrets.

 Third
parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would
be uncertain and could have a material adverse effect on the success of our business and financial condition.

 Our
commercial success depends upon our ability and the ability of any collaborators to develop, manufacture, market and sell our product
candidates and use our proprietary technologies without infringing the proprietary rights and intellectual property of third parties.
We cannot provide any assurances that third-party patents do not exist which might be enforced against our current manufacturing methods,
product candidates or future methods or products, resulting in either an injunction prohibiting our manufacture or sales, or, with respect
to our sales, an obligation on our part to pay royalties or other forms of compensation to third parties.

 The
biotechnology and pharmaceutical industries are characterized by extensive and complex litigation regarding patents and other intellectual
property rights. We may in the future become party to, or be threatened with, adversarial proceedings or litigation regarding intellectual
property rights with respect to our product candidates and technology, including post grant review and inter partes review before
the USPTO. The risks of being involved in such litigation and proceedings may also increase as our product candidates approach commercialization
and as we gain greater visibility as a public company. Third parties may assert infringement claims against us based on existing patents
or patents that may be granted in the future, regardless of their merit. There is a risk that third parties may choose to engage in litigation
with us to enforce or to otherwise assert their patent rights against us. Even if we believe such claims are without merit, a court of
competent jurisdiction could hold that these third-party patents are valid, enforceable, and infringed, which could materially and adversely
affect our ability to commercialize any of our product candidates or technologies covered by the asserted third-party patents.

 If
we are found to infringe a third party's valid and enforceable intellectual property rights, we could be required to obtain a license
from such third party to continue developing, manufacturing, and marketing our product candidates and technology. However, we may not
be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could
be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us, and it could
require us to make substantial licensing and royalty payments. We could be forced, including by court order, to cease developing, manufacturing,
and commercializing the infringing technology or product candidates. In addition, we could be found liable for monetary damages, including
treble damages and attorneys' fees, if we are found to have willfully infringed a patent or other intellectual property right.
A finding of infringement could prevent us from manufacturing and commercializing our product candidates or force us to cease some of
our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information or
trade secrets of third parties could have a similar negative impact on our business, financial condition, results of operations and prospects.

 Others
may claim an ownership interest in our intellectual property and our product candidates, which could expose us to litigation and have
a significant adverse effect on our prospects.

 While
we are presently unaware of any claims or assertions by third parties with respect to our patents or other intellectual property, we
cannot guarantee that a third party will not assert a claim or an interest in any of such patents or intellectual property. For example,
a third party may claim an ownership interest in one or more of our patents or other proprietary or intellectual property rights. A third
party could bring legal actions against us to seek monetary damages or enjoin clinical testing, manufacturing, or marketing of the affected
product candidate or product. If we become involved in any litigation, it could consume a substantial portion of our resources and cause
a significant diversion of effort by our technical and management personnel. If any such action is successful, in addition to any potential
liability for damages, we could be required to obtain a license to continue to manufacture or market the affected product candidate or
product, in which case we could be required to pay substantial royalties or grant cross-licenses to patents. We cannot, however, assure
you that any such license would be available on acceptable terms, if at all. Ultimately, we could be prevented from commercializing a
product, or forced to cease some aspect of our business operations as a result of claims of patent infringement or violation of other
intellectual property rights. Further, the outcome of intellectual property litigation is subject to uncertainties that cannot be adequately
quantified in advance, including the demeanor and credibility of witnesses and the identity of any adverse party. This is especially
true in intellectual property cases, which may turn on the testimony of experts as to technical facts upon which experts may reasonably
disagree. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations or prospects.

 If
we are unable to protect the confidentiality of our proprietary information, the value of our technology and products could be adversely
affected.

 Trade
secrets and know-how can be difficult to protect. To maintain the confidentiality of trade secrets and proprietary information, we enter
into confidentiality agreements with our employees, consultants, collaborators, and others upon the commencement of their relationships
with us. These agreements require that all confidential information developed by the individual or made known to the individual by us
during the course of the individual's relationship with us be kept confidential and not disclosed to third parties. Our agreements
with employees and consultants also provide that any inventions conceived by the individual in the course of rendering services to us
shall be our exclusive property. However, we cannot guarantee that we have entered into such agreements with each party that may have
or have had access to our trade secrets or proprietary technology and processes, and individuals with whom we have these agreements may
not comply with their terms. Thus, despite such agreement, there can be no assurance that such inventions will not be assigned to third
parties. In the event of unauthorized use or disclosure of our trade secrets or proprietary information, these agreements, even if obtained,
may not provide meaningful protection, particularly for our trade secrets or other confidential information. To the extent that our employees,
consultants, or contractors use technology or know-how owned by third parties in their work for us, disputes may arise between us and
those third parties as to the rights in related inventions. We also seek to preserve the integrity and confidentiality of our trade secrets
by other means, including maintaining physical security of our premises and physical and electronic security of our information technology
systems. However, these security measures may be breached, and we may be forced to bring claims against third parties, or defend claims
that they may bring against us, to determine the ownership of what we regard as our intellectual property.

 Adequate
remedies may not exist in the event of unauthorized use or disclosure of our proprietary information. The disclosure of our trade secrets
would impair our competitive position and may materially harm our business, financial condition, and results of operations. Costly and
time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to maintain trade
secret protection could adversely affect our competitive business position. In addition, others may independently discover or develop
our trade secrets and proprietary information, and the existence of our own trade secrets affords no protection against such independent
discovery. For example, a public presentation in the scientific or popular press on the properties of our product candidates could motivate
a third party, despite any perceived difficulty, to assemble a team of scientists having backgrounds similar to those of our employees
to attempt to independently reverse engineer or otherwise duplicate our cell therapy technologies to replicate our success.

 We
may be subject to claims asserting that our employees, consultants, or advisors have wrongfully used or disclosed alleged trade secrets
of their current or former employers.

 Many
of our employees, consultants or advisors are currently, or were previously, employed at universities or other biotechnology or pharmaceutical
companies. Although we try to ensure that our employees, consultants and advisors do not use the proprietary information or know-how
of others in their work for us, we may be subject to claims that these individuals, or we, have used or disclosed intellectual property,
including trade secrets or other proprietary information, of any such individual's current or former employer, or that patents
and applications we have filed to protect inventions of these employees, even those related to one or more of our product candidates,
are rightfully owned by their former or current employer. Litigation may be necessary to defend against these claims. If we fail in defending
claims of misappropriation and similar claims, in addition to paying monetary damages, we may lose valuable intellectual property rights
or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction
to management.

 If
our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest
and our business may be adversely affected.

 Any
registered trademarks or trade names may be challenged, circumvented, or declared generic or determined to be infringing on other marks.
We may not be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential
partners or customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby
impeding our ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name
or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered
or unregistered trademarks or trade names. Over the long term, if we are unable to establish name recognition based on our trademarks
and trade names, then we may not be able to compete effectively, and our business may be adversely affected. Our efforts to enforce or
protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective
and could result in substantial costs and diversion of resources and could adversely impact our financial condition or results of operations.

 Intellectual
property rights do not necessarily address all potential threats.

 The
degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations,
and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

 others
 may be able to make products that are similar to our product candidates but that are not
 covered by the claims of the patents that we own or may own in the future;

 we,
 or any partners or collaborators, might not have been the first to make the inventions covered
 by the issued patents or pending patent applications that we own or may own in the future;

 we,
 or any partners or collaborators, might not have been the first to file patent applications
 covering certain of our or their inventions;

 others
 may independently develop similar or alternative technologies or duplicate any of our technologies
 without infringing our owned or licensed intellectual property rights;

 it
 is possible that our pending patent applications or those that we may own in the future will
 not lead to issued patents;

 issued
 patents that we hold rights to may be held invalid or unenforceable, including as a result
 of legal challenges by our competitors;

 our
 competitors might conduct research and development activities in countries where we do not
 have patent rights and then use the information learned from such activities to develop competitive
 products for sale in our major commercial markets;

 we
 may not develop additional proprietary technologies that are patentable;

 the
 patents of others may have an adverse effect on our business; and

 we
 may choose not to file a patent for certain trade secrets or know-how, and a third party
 may subsequently file a patent covering such intellectual property.

 Should
any of these events occur, they could significantly harm our business, financial condition, results of operations and prospects.

 Risks
Related to Our Business

 We
are highly dependent on our key personnel, and if we are not successful in attracting, motivating, and retaining highly qualified personnel,
we may not be able to successfully implement our business strategy.

 We
are highly dependent on members of our executive team. The loss of the services of any of them may adversely impact the achievement of
our objectives. Any of our executive officers could leave our employment at any time, as all of our employees are "at-will"
employees, and we do not have "key person" insurance on them. The loss of the services of our Chief Executive Officer Ryan
Saadi, Chief Scientific Officer Neal Flomenberg, or one or more of our other executive officers or key employees could impede the achievement
of our research, development, and commercialization objectives.

 Recruiting
and retaining qualified employees, consultants, and advisors for our business, including scientific and technical personnel, will also
be critical to our success. Competition for skilled personnel is intense and the turnover rate can be high. We may not be able to attract
and retain personnel on acceptable terms given the competition among numerous biotechnology and pharmaceutical companies and academic
institutions for skilled individuals. In addition, failure to succeed in preclinical studies, clinical trials or applications for marketing
approval may make it more challenging to recruit and retain qualified personnel. The inability to recruit, or the loss of services of
certain executives, key employees, consultants, or advisors, may impede the progress of our research, development and commercialization
objectives and have a material adverse effect on our business, financial condition, results of operations and growth prospects.

 We
may face substantial competition, which may result in others discovering, developing, or commercializing products before or more successfully
than we do.

 The
biotechnology and pharmaceutical industries, and in particular the immunotherapy sector, are characterized by the rapid evolution of
technologies and understanding of disease etiology, intense competition, and strong pursuit and defense of intellectual property. We
may face substantial competition from multiple sources, including major pharmaceutical, specialty pharmaceutical and existing or emerging
biotechnology companies, governmental agencies, academic institutions, public and private research institutions, technology companies
active in the artificial intelligence space, and others. Our commercial opportunities will be significantly impacted if our competitors
develop and commercialize products that are safer, more effective, have fewer side effects, are less expensive or obtain more significant
acceptance in the market than any product candidates that we develop. Additionally, our commercial opportunities will be significantly
impacted if novel upstream products or changes in treatment protocols reduce the overall incidence or prevalence of diseases in our current
or future target population. Competition could result in reduced sales and pricing pressure on our product candidates, if approved by
FDA. In addition, significant delays in the development of our product candidates could allow our competitors to bring products to market
before us and impair any ability to commercialize our product candidates.

 Some
of the approved or commonly used drugs and therapies for certain of our target diseases are well established and are widely accepted
by physicians, patients, and third-party payors. Some of these drugs are branded and subject to patent protection, and other drugs and
nutritional supplements are available on a generic basis. Insurers and other third-party payors may encourage the use of generic products
or specific branded products. If any of our product candidates are approved, although we expect they may be priced at a discount to existing
cell therapies, we also expect they will be priced at a significant premium over any competitive generic products. Absent differentiated
and compelling clinical evidence, pricing premiums may impede the adoption of our products over currently approved or commonly used therapies,
which may adversely impact our business. In addition, many companies are developing new therapeutics, and we cannot predict what the
standard of care will become as our products continue in clinical development. We anticipate that we could face intense and increasing
competition as new therapies enter the market and advanced technologies become available from time to time. We expect that any treatments
which we develop and commercialize will need to compete on, among other things, efficacy, safety, convenience of administration and delivery,
and price.

 Many
of our competitors or potential competitors, either alone or through collaborations, have significantly greater market presence, financial
resources and expertise in research and development, preclinical studies, conducting clinical trials, manufacturing, obtaining regulatory
approvals and marketing approved products than we do, and as a result may have a competitive advantage over us. Smaller or early-stage
companies may also prove to be significant competitors, including through collaborative arrangements or mergers with large and established
companies. These third parties compete with us in establishing clinical trial sites and patient enrollment for clinical trials, as well
as in acquiring technologies and technology licenses complementary to our programs or advantageous to our business.

 We
also face substantial competition for our artificial intelligence initiatives and our computational approaches to drug discovery. Our
competitors may have significantly greater experience and expertise in using artificial intelligence, algorithmic tool development, predictive
analytics, and data science to expedite drug development, optimize laboratory processes and clinical trials, unravel complex biological
data, and improve patient outcomes than we do, and significantly greater financial and other resources with which to do so. Artificial
intelligence technologies are changing rapidly and we must adapt and develop these technologies in a timely and effective manner at an
acceptable cost in order to compete. There can be no assurance that we will be able to develop, acquire, or integrate artificial intelligence
technologies, tools, and processes successfully or as quickly or cost-effectively as our competitors, or that these technologies, tools,
and processes will meet our needs or achieve our goals. In addition, if the technologies, tools, or processes that we develop are incorrectly
designed, do not operate properly, or are otherwise deficient, or if we do not have the rights to use the data on which they rely, we
may not achieve our goals for this initiative, our performance and reputation could suffer or we could incur liability through the violation
of laws, privacy rights, or contracts. Even with the successful use of artificial intelligence, we may fail to allocate resources efficiently,
which could adversely impact our pipeline and ability to compete effectively.

 Our
ability to attract and retain highly skilled personnel is critical to our operations and expansion. We also face competition for these
types of personnel from biotechnology and other companies and organizations, many of which have significantly larger operations and greater
financial, technical, human, and other resources than us. We may not be successful in attracting and retaining qualified personnel on
a timely basis, on competitive terms, or at all. If we are not successful in attracting and retaining these personnel, or integrating
them into our operations, our business, prospects, financial condition, and results of operations will be materially adversely affected.
In such circumstances, we may be unable to conduct certain research and development programs, unable to adequately manage our clinical
trials and development of our product candidates, and unable to adequately address our management needs.

 As
a result of these factors, these competitors may obtain regulatory approval of their products before we are able to, which could result
in our competitors obtaining a head start and establishing a frontrunner position before we are ready to commercialize and will limit
our ability to develop or commercialize our product candidates. Our ability to commercialize our proprietary cell products could also
be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective, have a better safety profile,
are more convenient or are less expensive than our products. Our competitors also may be more successful than us in manufacturing and
marketing their products. These appreciable advantages could render our product candidates obsolete or noncompetitive before we can recover
the expenses of development and commercialization. If we are not able to compete effectively against our existing and potential competitors,
our business, financial condition, results of operations and growth prospects may be materially and adversely affected.

 We
will need to grow the size of our organization, and we may experience difficulties in managing this growth.

 As
our development plans and strategies develop, we expect to need additional managerial, operational, marketing, sales, financial and other
personnel. Future growth would impose significant added responsibilities on members of management, including:

 identifying,
 recruiting, integrating, maintaining, and motivating additional employees;

 managing
 our internal development efforts effectively, including the clinical and FDA review process for TVGN 489 and any future product candidates
 we develop, while complying with our contractual obligations to contractors and other third parties; and

 improving
 our operational, financial and management controls, reporting systems and procedures.

 Our
future financial performance and our ability to advance development of and, if approved, commercialize TVGN 489 and any future product
candidates we develop will depend, in part, on our ability to effectively manage any future growth, and our management may have to divert
a disproportionate amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing
these growth activities.

 We
currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors
and consultants to provide certain services. We cannot assure you that the services of independent organizations, advisors and consultants
will continue to be available to us on a timely basis when needed, or that we can find qualified replacements. In addition, if we are
unable to effectively manage our outsourced activities or if the quality or accuracy of the services provided by consultants is compromised
for any reason, our clinical trials may be extended, delayed, or terminated, and we may not be able to obtain marketing approval of any
current or future product candidates or otherwise advance our business. We cannot assure you that we will be able to manage our existing
consultants or find other competent outside contractors and consultants on economically reasonable terms, or at all.

 If
we are not able to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors,
we may not be able to successfully implement the tasks necessary to further develop and commercialize TVGN 489 and any future product
candidates we develop and, accordingly, may not achieve our research, development, and commercialization goals.

 Product
liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of our product candidates.

 We
face an inherent risk of product liability exposure related to the testing of our product candidates in human trials and may face greater
risk if we commercialize any products that we develop. Product liability claims may be brought against us by subjects enrolled in our
trials, patients, healthcare providers or others using, administering, or selling our products. If we cannot successfully defend ourselves
against such claims, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

 decreased
 demand for any product candidate we may develop;

 withdrawal
 of trial participants;

 termination
 of clinical trial sites or entire trial programs;

 injury
 to our reputation and significant negative media attention;

 initiation
 of investigations by regulators;

 significant
 time and costs to defend the related litigation;

 substantial
 monetary awards to trial subjects or patients;

 diversion
 of management and scientific resources from our business operations; and

 the
 inability to commercialize any product candidates that we may develop.

 While
we currently hold trial liability insurance coverage consistent with industry standards, the amount of coverage may not adequately cover
all liabilities that we may incur. We may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to
satisfy any liability that may arise. We intend to expand our insurance coverage for products to include the sale of commercial products
if we obtain marketing approval for our product candidates, but we may be unable to obtain commercially reasonable product liability
insurance. A successful product liability claim or series of claims brought against us, particularly if judgments exceed our insurance
coverage, could decrease our cash and adversely affect our business and financial condition.

 Our
ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

 We
have incurred substantial losses during our history and do not expect to become profitable in the near future, and we may never achieve
profitability. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income,
if any, until such unused losses expire. Limitations imposed by the applicable jurisdictions on our ability to utilize net operating
loss carryforwards could cause income taxes to be paid earlier than would be paid if such limitations were not in effect and could cause
such net operating loss carryforwards to expire unused, in each case reducing or eliminating the benefit of such net operating loss carryforwards.
Furthermore, we may not be able to generate sufficient taxable income to utilize our net operating loss carryforwards before they expire.
If any of these events occur, we may not derive some or all of the expected benefits from our net operating loss carryforwards. In addition,
we may experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside
of our control. As a result, even if we earn net taxable income, our ability to use our net operating loss and tax credit carryforwards
may be materially limited, which could harm our future operating results by effectively increasing our future tax obligations.

 Risks
Related to Being a Public Company and Ownership of Securities

 The
price of our Common Stock and Warrants may fluctuate significantly and you could lose all or part of your investment as a result.

 The
market price of our Common Stock and Warrants has been and is likely to continue to be volatile. The stock market in general, and the
market for biopharmaceutical companies in particular, have experienced extreme volatility that has often been unrelated to the operating
performance or prospects of particular companies. As a result of this volatility, you could lose all or part of your investment. Many
factors may have a material adverse effect on the market price of our securities, including, but not limited to:

 the
 commencement, enrollment, delay. or results of our ongoing or future clinical trials, or changes in the development status of our
 product candidates;

 our
 decision to initiate, not to initiate, or to terminate a clinical trial;

 unanticipated
 serious safety concerns related to the use of our product candidates;

 any
 delay in our regulatory filings for our product candidates and any adverse or perceived adverse development with respect to the applicable
 regulatory authority's review of such filings;

 regulatory
 actions, including failure to receive regulatory approval, with respect to our product candidates or our competitors' products
 or product candidates;

 our
 failure to commercialize our products;

 the
 success of competitive products or technologies;

 announcements
 by us or our competitors of significant acquisitions, strategic collaborations, joint ventures, collaborations, capital commitments,
 significant development milestones, or product approvals;

 our
 failure to obtain new commercial partners;

 our
 failure to obtain adequate manufacturing capacity or product supply for any approved product or inability to do so at acceptable
 cost;

 our
 failure to achieve expected product sales and profitability;

 regulatory
 or legal developments applicable to our product candidates;

 the
 level of expenses related to our product candidates or clinical development programs;

 significant
 lawsuits, including without limitation patent or stockholder litigation;

 the
 impact of the incidence and development of COVID-19 on our business and product candidates;

 any
 changes in our Board of Directors (the "Board") or senior management;

 actual
 or anticipated fluctuations in our cash position or operating results;

 changes
 in financial estimates or recommendations by securities analysts;

 fluctuations
 in the valuation or financial results of companies perceived by investors to be comparable to us;

 inconsistent
 trading volume levels of our shares;

 announcement
 or expectation of additional financing efforts;

 sales
 of Common Stock by us, our executive officers or directors, or our stockholders;

 fluctuations
 and market conditions in the U.S. equity markets generally and in the biotechnology sector;

 general
 economic, political and social conditions; and

 other
 events or factors, many of which are beyond our control, or unrelated to our operating performance or prospects.

 In
recent years, the stock market in general has experienced significant price and volume fluctuations that have often been unrelated or
disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations.
Broad market and industry factors may seriously affect the market price of our Common Stock and Warrants, regardless of actual operating
performance. Following periods of such volatility in the market price of a company's securities, securities class action litigation
has often been brought against that company. Because of the potential volatility of our Common Stock and warrant price, we may become
the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management's
attention and resources from our business. The realization of any of the above risks or any of a broad range of other risks, including
those described in this " Risk Factors " section, could have a dramatic and material adverse impact on the market price
of our common stock following the Business Combination.

 We
may not have the funds necessary to satisfy our future obligations under the terms of our Preferred Stock and uncertainties with respect
to our obligations under the terms of our Preferred Stock could materially and adversely affect our ability to raise capital, our liquidity
position, our ability to operate our business and execute our business strategy, and the trading volatility and price of our securities.

 Uncertainty
regarding our ability to satisfy our future obligations under the terms of our Preferred Stock could materially and adversely affect
our business. Our Series A Preferred Stock, which has an aggregate face value of $2.0 million, and our Series A-1 Preferred Stock,
for which we expect to receive aggregate gross proceeds of $6.0 million, carry an annual 5% cumulative dividend, increasing by 2% each year, in the case
of the Series A-1 Preferred Stock in no event to more than 15% per year. Our Series B Preferred Stock, which has an aggregate face
value of $3.6 million, pays a 3.25% quarterly dividend beginning 35 days after issuance, increasing by 0.25% each month that the
Series B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event to more than 7.5% per
quarter. The Series A Preferred Stock and the Series A-1 Preferred Stock is callable if the volume weighted average price of the
common stock for the 20 days prior to delivery of the call notice is greater than $5.00 per share and there is an effective resale
registration statement on file covering the underlying common stock. The Series B Preferred Stock is callable at any
time.

 We
may not have sufficient funds or be able to obtain financing from third parties to pay the dividends applicable to our Preferred Stock
or to redeem the Preferred Stock pursuant to our call rights, and the amount of dividend we may be required to pay on the Preferred Stock
is uncertain. These uncertainties could materially and adversely affect our ability to raise capital, our liquidity position, our ability
to operate our business and execute our business strategy, and the trading volatility and price of our securities.

 Any
failure to meet the continued listing requirements of Nasdaq could result in a delisting of our Common Stock and our Warrants.

 If
we fail to satisfy the continued listing requirements of Nasdaq, Nasdaq may take steps to delist our securities. Such a delisting would
likely have a negative effect on the price of our securities and would impair your ability to sell or purchase the securities when you
wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing
requirements would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities,
prevent our securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq's
listing requirements. Additionally, if our securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted
on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange,
the liquidity and price of our securities may be more limited than if our securities were quoted or listed on Nasdaq or another national
securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

 We
incur increased costs as a result of operating as a public company, and our management devotes substantial time to compliance initiatives
and corporate governance practices.

 As
a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company. The Sarbanes-Oxley
Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities
rules and regulations impose various requirements on public companies, including establishment and maintenance of effective disclosure
and financial controls and corporate governance practices. We expect that we will need to hire additional accounting, finance, and other
personnel in connection with our efforts to comply with the requirements of being, a public company, and our management and other personnel
devote a substantial amount of time towards maintaining compliance with these requirements. These requirements contribute significantly
to our legal and financial compliance costs. These rules and regulations are often subject to varying interpretations, in many cases
due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by
regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices.

 We
may issue additional shares of our Common Stock or other equity securities without your approval, which would dilute your ownership interests
and may depress the market price of your shares.

 We
may issue additional shares of our Common Stock or other equity securities of equal or senior rank in the future in connection with,
among other things, raising additional capital, future acquisitions, repayment of outstanding indebtedness, or award issuances under
the 2024 Plan, without stockholder approval, in a number of circumstances. Investors purchasing shares or other securities in the future
could have rights superior to existing shareholders. If any of the above should occur, our stockholders will experience additional dilution,
and any such issuances may result in downward pressure on the price of our common stock.

 The
issuance of additional shares of Common Stock or other equity securities of equal or senior rank could have the following effects:

 your
 proportionate ownership interest in Tevogen will decrease;

 the
 relative voting strength of each previously outstanding share of Common Stock may be diminished; or

 the
 market price of your shares of Common Stock may decline.

 We
are an "emerging growth company" and a "smaller reporting company", and certain exemptions from disclosure requirements
available to us could make our securities less attractive to investors and may make it more difficult to compare our performance to the
performance of other public companies.

 We
qualify as an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the "Securities
Act"), as modified by the JOBS Act. As such, we are eligible for and intend to take advantage of certain exemptions from various
reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an
emerging growth company, including, but not limited to, (a) not being required to comply with the auditor attestation requirements of
Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in our periodic reports and
proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information
they may deem important. We cannot predict whether investors will find our securities less attractive because we rely on these exemptions.
If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities
may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our
securities may be more volatile.

 We
will remain an emerging growth company until the earliest of: (i) the last day of the fiscal year (a) following the fifth anniversary
of the closing of Semper Paratus' initial public offering, or December 31, 2026, (b) in which we have total annual gross revenue
of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common
equity that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter;
and (ii) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.
In addition, the JOBS Act also provides that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We have elected not to opt out of such extended transition period and, therefore, we may not be subject to the
same new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of
our financial statements with the financial statements of other companies who comply with public company adoption dates difficult or
impossible because of the potential differences in accounting standards used. Investors may find our Common Stock less attractive because
it will rely on these exemptions, which may result in a less active trading market for our Common Stock and its price may be more volatile.

 Additionally,
we qualify as a "smaller reporting company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may
take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial
statements. We will remain a smaller reporting company and may take advantage of certain scaled disclosures available to smaller reporting
companies for so long as the market value of our voting and non-voting common equity held by non-affiliates is less than $250.0 million,
measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently
completed fiscal year and the market value of our common equity held by non-affiliates is less than $700.0 million, measured on the last
business day of our second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison
of its financial statements with other public companies difficult or impossible.

 Our
management team has limited experience managing a public company.

 Members
of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying
with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our
transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal
securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents require significant
attention from our senior management and could divert their attention away from the day-to-day management of our business, which could
harm our business, financial condition, and results of operations.

 If
securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendation
regarding our Common Stock or if our results of operations do not meet their expectations, including projections in those reports that
differ from our actual results, our share price and trading volume could decline.

 The
trading market for our Common Stock is influenced by the research and reports that industry or securities analysts publish about us or
our business. We do not have any control over these analysts. Securities and industry analysts do not currently, and may never, publish
research on us.

 If
no securities or industry analysts commence coverage of us, the trading price of our Common Stock would likely be negatively impacted.
In the event securities or industry analysts initiate coverage, and one or more of these analysts cease coverage of us or fail to publish
reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the price of our Common Stock or
trading volume to decline. Moreover, if one or more of the analysts who cover us publish negative reports, downgrade our stock, or if
our results of operations do not meet their expectations, the price of our Common Stock could decline. Securities research analysts may
establish and publish their own periodic projections for us. These projections may vary widely and may not accurately predict the results
we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts.

 Our
business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which
could cause us to incur significant expense, hinder execution of business and growth strategy and impact its stock price.

 In
the past, following periods of volatility in the market price of a company's securities, securities class action litigation has
often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been
increasing recently. Volatility in the stock price of our Common Stock or other reasons may in the future cause it to become the target
of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests,
could result in substantial costs and divert management's and Board's attention and resources from our business.
Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely
affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be
required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further,
its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties
of any securities litigation and stockholder activism.

 We
may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative
effect on its financial condition, results of operations and the share price of our securities, which could cause you to lose some or
all of your investment.

 We
cannot assure you that the due diligence conducted by Semper Paratus prior to the consummation of the Business Combination identified
all material issues or risks associated with Tevogen, our business or the industry in which we compete. As a result of these factors,
we may be forced to write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result
in our reporting losses. Even if Semper Paratus's due diligence has identified certain risks, unexpected risks may arise and previously
known risks may materialize in a manner not consistent with Semper Paratus's risk analysis. If any of these risks materialize,
this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market
perceptions about our securities.

 We
have identified material weaknesses in our internal control over financial reporting as of December 31, 2023. If we are
unable to develop and maintain proper and effective internal control over financial reporting, our ability to produce accurate and
timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our
common stock may decline.

 Our
management concluded that we identified material weaknesses in our internal controls over financial reporting as of
December 31, 2023, related to our accounting for complex financial instruments and internal controls over collectability over
amounts due from related parties. A material weakness is a deficiency, or a combination of deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected and corrected on a timely basis.

 In
addition, Tevogen Bio's management identified material weaknesses in its internal control over financial reporting relating to
not maintaining a sufficient complement of personnel commensurate with its accounting and reporting requirements resulting in
inadequate segregation of duties over the preparation, review and posting of manual journal entries to the general ledger, and
resulting in not having a sufficient risk assessment process to identify and analyze risks of misstatement due to error and/or
fraud.

we continue to evaluate steps to remediate these material weaknesses, the material weaknesses will not be considered remediated
until our plan has been fully implemented, the applicable controls are fully operational for a sufficient period of time, and we
have concluded, through testing, that the newly implemented and enhanced controls are operating effectively. At this time, we cannot
predict the success of such efforts or the outcome of future assessments of the remediation efforts. If the material weaknesses are
not remediated, or if we generally fail to establish and maintain effective internal controls appropriate for a public company, we
may be unable to produce timely and accurate financial statements, and we may conclude that our internal control over financial
reporting is not effective, which could adversely impact our investors' confidence and our stock price. In addition, these remediation measures may be time consuming and costly.

 If we identify any new material weaknesses in the future, any such newly
identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result
in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities
law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors
may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we
have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

 To
address these material weaknesses, we intend to hire additional accounting personnel with appropriate expertise in accounting and reporting
under U.S. GAAP and U.S. Securities and Exchange Commission ("SEC") regulations in order to better align with segregation of duties and perform appropriate risk assessment procedures
to evaluate risks of material misstatement.

 We
also cannot assure you that there will not be material weaknesses in our internal control over financial reporting in the future. Our
independent registered public accounting firm is not required to provide an attestation report on the effectiveness of our internal control
over financial reporting so long as we qualify as an "emerging growth company," which may increase the risk that material
weaknesses or significant deficiencies in our internal control over financial reporting go undetected. Any failure to maintain internal
control over financial reporting could severely inhibit our ability to accurately report our financial condition, results of operations
or cash flows. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered
public accounting firm determines we have a material weakness in our internal control over financial reporting, investors may lose confidence
in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject
to sanctions or investigations by Nasdaq, the SEC, or other regulatory authorities. Failure to remedy any material weakness in our internal
control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also
restrict our future access to the capital markets.

 A
significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near
future. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.

 Sales
of a substantial number of shares of our Common Stock in the public market could occur at any time. In addition, we have a substantial
number of restricted stock units and we expect that tax obligations with respect to vesting and settlement of many of these restricted
stock units will be satisfied through sell-to-cover arrangements. These sales, or the perception in the market that the holders of a
large number of shares intend to sell shares, could reduce the market price of our Common Stock.

certain of our stockholders are subject to certain restrictions regarding the transfer of our Common Stock, these shares may be sold
after the expiration or early termination of the respective applicable lock-ups under the Letter Agreement, dated November 3, 2021, by
and among Semper Paratus, its officers, its directors and the Initial Shareholders (the "Letter Agreement") and the Lock-Up
Agreement, dated February 14, 2024 (the "Lock-Up Agreement"), by and among the Company, the Sponsor, and Dr. Saadi (the "Significant
Company Holder" and, together with the Sponsor, the "Locked-Up Parties") with respect to certain of our securities
held by the Locked-Up Parties, respectively. We intend to file one or more registration statements to provide for the resale of certain
of such shares from time to time. As restrictions on resale end and any registration statements we file for the resale of such shares
are available for use, the market price of our Common Stock could decline if the holders of currently restricted shares sell them or
are perceived by the market as intending to sell them.

 Our
directors, executive officers, and principal stockholders, and Dr. Ryan Saadi in particular, have substantial control over our company,
which could limit your ability to influence the outcome of key transactions, including a change of control.

 Our
executive officers, directors, and principal stockholders and their affiliates beneficially own approximately 90% of the outstanding
shares of Common Stock and our Chief Executive Officer, Dr. Ryan Saadi, beneficially owns approximately 72% of the outstanding shares
of Common Stock. As a result, these stockholders exercise a significant level of control over all matters requiring stockholder approval,
including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have
interests that differ from yours and may vote in a way with which you disagree. In addition, under the Nasdaq rules, a company of which
more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and need not
comply with certain requirements, including the requirement that a majority of the board of directors consist of independent directors
and the requirements that the company's compensation and nominating and governance committees be composed entirely of independent
directors. We are not currently taking advantage of these exemptions. However, for so long as we qualify as a "controlled company,"
we maintain the option to rely on some or all of these exemptions. If we rely on these exemptions, we may not have a majority of independent
directors and our compensation and nominating and governance committees may not consist entirely of independent directors. Accordingly,
in the event we elect to rely on these exemptions in the future, our stockholders would not have the same protections afforded to stockholders
of companies that are subject to all of the corporate governance requirements of Nasdaq. This concentration of ownership may have the
effect of delaying, preventing or deterring a change of control, could deprive our stockholders of an opportunity to receive a premium
for their common stock as part of a sale, and might ultimately affect the market price of our Common Stock.

 We
may redeem a warrant holder's unexpired warrants prior to their exercise at a time that may be disadvantageous to such warrant
holder, thereby making its warrants worthless.

 We
have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration, at a
price of $0.01 per warrant, provided that the last reported sales price of Common Stock equals or exceeds $18.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like for certain issuances of public shares and equity-linked
securities for capital raising purposes in connection with the closing of its initial business combination) for any 20 trading days within
a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. We
may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable
state securities laws. Redemption of the outstanding warrants could force a warrant holder to: (i) exercise its warrants and pay the
exercise price at a time when it may be disadvantageous for such warrant holder to do so; (ii) sell its warrants at the then-current
market price when a warrant holder might otherwise wish to hold its warrants; or (iii) accept the nominal redemption price which, at
the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of a warrant holder's
warrants.

 The
value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their
warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants.

 A
warrant holder may only be able to exercise its public warrants on a "cashless basis" under certain circumstances, and if
a warrant holder does so, such warrant holder will receive fewer shares of Common Stock from such exercise than if a warrant holder were
to exercise such warrants for cash.

 The
warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted
to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act:
(i) if the Common Stock issuable upon exercise of the warrants is not registered under the Securities Act in accordance with the terms
of the warrant agreement; (ii) if we have so elected and the Common Stock is at the time of any exercise of a warrant not listed on a
national securities exchange such that it satisfies the definition of "covered securities" under Section 18(b)(1) of the
Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants
on a cashless basis, you would pay the warrant exercise price by surrendering all of the warrants for that number of Common Stock equal
to the quotient obtained by dividing (x) the product of the number of Common Stock underlying the warrants, multiplied by the excess
of the "fair market value" of the Common Stock (as defined in the next sentence) over the exercise price of the warrants
by (y) the fair market value. The "fair market value" is the average reported closing price of the Common Stock for the 10
trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the warrants.
As a result, you would receive fewer shares of Common Stock from such exercise than if you were to exercise such warrants for cash.

 Our
public warrants may never be in the money and they may expire worthless.

 The
exercise price for the outstanding public warrants is $11.50 per share. Such warrants may never be in the money prior to their expiration,
and as such, the warrants may expire worthless.

 We
likely were a passive foreign investment company prior to the Business Combination.

 We
likely were a passive foreign investment company ("PFIC") prior to the Business Combination, which may have subjected U.S.
holders of our former Class A ordinary shares or warrants to adverse U.S. federal income tax consequences in connection with the Business
Combination. Our PFIC status may depend upon whether we qualified for the PFIC start-up exception. Depending on the particular circumstances,
the application of the start-up exception may be subject to uncertainty. Upon written request, we will endeavor to provide to a U.S.
holder such information as the Internal Revenue Service may require, including a PFIC annual information statement, in order to enable
the U.S. holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely
provide such required information, and such election would be unavailable with respect to our warrants in all cases.

 It
is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection
with the Business Combination.

 The
Inflation Reduction Act of 2022 imposes a 1% excise tax on the fair market value of certain repurchases (including certain redemptions)
of stock by publicly traded domestic (i.e., United States) corporations (and certain non-U.S. corporations treated as "surrogate
foreign corporations"). The excise tax applies to stock repurchases occurring in 2023 and beyond. The amount of the excise tax
is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase, subject to certain exceptions.
For purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock
issuances against the fair market value of stock repurchases during the same taxable year. On April 9, 2024, the U.S. Department of the
Treasury published proposed regulations on the excise tax. Although the regulations are not final, taxpayers may generally rely upon
such proposed regulations until final regulations are issued. As an entity that was incorporated as a Cayman Islands exempted company,
the 1% excise tax is generally not expected to apply to redemptions of our Class A ordinary shares (absent any final regulations and
other additional guidance that may be issued in the future with retroactive effect). However, in connection with the Business Combination,
we domesticated and continued as a Delaware corporation and, because our securities are trading on Nasdaq, it is possible that we will
be subject to the excise tax with respect to subsequent redemptions, including redemptions in connection with the Business Combination,
that are treated as repurchases for this purpose (other than, pursuant to recently published proposed regulations from the U.S. Department
of the Treasury, redemptions in complete liquidation of the company). In all cases, the extent of the excise tax that may be incurred
will depend on a number of factors, including the fair market value of our stock redeemed, the extent such redemptions could be treated
as dividends and not repurchases, the fair market value of shares of Common Stock issued to Tevogen Bio holders in connection with the
Business Combination (as well as other Common Stock issued during the same taxable year) and the content of any final regulations and
other additional guidance from the U.S. Department of the Treasury that may be issued and applicable to the redemptions. The excise tax
is imposed on the repurchasing corporation itself, not the shareholders from which stock is repurchased.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 Not
applicable.

 ITEM
1C. CYBERSECURITY

 Cybersecurity
Program

 The
security and availability of our information systems and the protection of the information we collect, create, process, and store are
important to our business. We have implemented a cybersecurity program that is designed to support both the effectiveness of our systems
and our preparedness for information security risks. This program includes a number of safeguards, such as: multi-factor authentication;
monitoring internal and cloud-based systems for threats; email filters; cybersecurity awareness training; limitation on the use of third-party
devices; conditional access rules; and regular evaluations of our cybersecurity program.

 We
use a risk-based approach with respect to our use and oversight of third-party service providers and vendors, tailoring processes according
to the nature and sensitivity of the data accessed, processed, or stored by such third-party service provider. We use numerous means
to assess cyber risks related to our third-party service providers, including for example use of a managed security service provider
("MSSP") that monitors cybersecurity events for our cloud systems. We also seek to include appropriate security terms in
our contracts where applicable as part of our oversight of third-party service providers.

 Governance

 Management
Oversight

 The
controls and processes employed to assess, identify, and manage material risks from cybersecurity threats are implemented and overseen
by our Chief Information Officer ("CIO"). Our CIO has more than 20 years of information technology experience, including
seven years specializing in cybersecurity. Our CIO is responsible for assessing the impact of cybersecurity threats and incidents, assessing
whether and to what extent they can be contained and mitigated, containing and mitigating them, remediating incidents, and performing
post-incident analysis and program enhancements. In the event of a significant cybersecurity incident, our CIO would engage senior management
to inform them of the incident and related threats and response. We would also likely engage a third-party incident response vendor to
assist us in the event of a significant cybersecurity incident. Our Chief Executive Officer directly oversees our CIO and regularly receives
information on cybersecurity risks from our CIO as they arise. Our CIO, in turn, is informed about risks from cybersecurity threats through
dashboards, email alerts, reporting from the MSSP, and regular review of our systems and information technology environment.

 Board
Oversight

 While
the Board has overall responsibility for risk oversight, the Board delegated to the audit committee the responsibility for assisting
the Board with oversight and monitoring of matters relating to our risk assessment, risk management, and risk mitigation policies and
programs, including matters related to privacy, information technology, and cybersecurity, and for reviewing and discussing with management
our risk exposures related to these matters. In its oversight role, the Board is expected to specifically consider risks that relate
to our reputation and the general industry in which we operate, including with respect to privacy, information technology and cybersecurity,
and threats to technology infrastructure.

 Our
CIO is expected to report to and brief the Board and the audit committee on cybersecurity matters, including key risks, the potential
impact of those exposures on our business, financial results, operations, and reputation, as well as the programs and steps implemented
by management to monitor and mitigate risks. The reporting cadence and structure continues to develop, including as following the Business
Combination we are a newly public company with a newly established audit committee.

 Cybersecurity
Risks

 Our
cybersecurity risk management processes are integrated into our overall approach to risk management. Given the nature and size of our
Company, we do not have a dedicated enterprise risk function, but our executives regularly consider and evaluate risks to our Company.
As part of that risk management process, members of our executive team identify, assess, and evaluate risks impacting our operations,
including those risks related to cybersecurity, and raise them for discussion with other executives, and where it is determined to be
appropriate, issues are also raised to the Board for consideration.

 As
of the date of this Annual Report, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity
incidents, that have materially affected our business strategy, results of operations, or financial condition or are reasonably likely
to have such a material effect. While we have implemented a cybersecurity program, the techniques used to infiltrate information technology
systems continue to evolve. Accordingly, we may not be able to timely detect threats or anticipate and implement security measures adequate
to prevent cybersecurity incidents or fully mitigate their impact. For additional information regarding risks relating to privacy and
cybersecurity, see "Item 1A—Risk Factors".

 ITEM
2. PROPERTIES

 Our
corporate headquarters are located in Warren, New Jersey, and consist of 6,708 square feet dedicated to corporate, operational, and pre-commercial
activities under a lease that expires February 14, 2026. We also have two research and development facilities located in Philadelphia:
our 3,620 square foot research and development center under a lease that expires June 30, 2025; and a shared facility with laboratory
space dedicated to us that is focused on preclinical and pharmacodynamic activities.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we have been and may be involved in legal proceedings. There are no material pending legal proceedings to which we are
party or to which any of our property is subject.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Prior
to February 15, 2024, our publicly traded units, common stock, and warrants were listed on Nasdaq under the symbols "LGSTU,"
"LGST," and "LGSTW," respectively. Beginning February 15, 2024, our common stock and public warrants began trading
on Nasdaq under the symbols "TVGN" and "TVGNW," respectively. Our publicly traded units automatically separated
into their component securities upon the closing of the Business Combination, and as a result, no longer trade as a separate security.

 Holders

 As
of April 26, 2024, there were approximately 24 holders of record of our common stock and four holders of record of our warrants.

 Common
Stock Dividends

 We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends in the foreseeable future. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements, and general financial
condition. The payment of any cash dividends will be within the discretion of our Board.

 Recent
Sales of Unregistered Securities

 None.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial
statements and the related notes included elsewhere in this Annual Report. Some of the information contained in this discussion and analysis
or set forth elsewhere in this Annual Report, including information with respect to our plans, objectives, expectations, projections,
and strategy for its business and related financing, includes forward-looking statements that involve risks and uncertainties. As a result
of many factors, including those factors set out in the "Risk Factors" section of this Annual Report, our actual results
could differ materially from the results described in or implied by these forward-looking statements. See also the section titled "Cautionary
Note Regarding Forward-Looking Statements" in this Annual Report.

 Unless
otherwise indicated or as the context requires, the historical financial information included or discussed in this Management's
Discussion and Analysis of Financial Condition and Results of Operations is that of Semper Paratus Acquisition Corporation prior to the
Business Combination because the Business Combination was consummated after the period covered by the financial statements included in
this Annual Report. In addition, accordingly, unless otherwise indicated or the context requires, historical references to the "Company,"
"we," "us," and "our" in this section also generally refer to Semper Paratus Acquisition Corporation
prior to the closing of the Business Combination.

 Overview

 We
are a clinical-stage specialty immunotherapy company harnessing one of nature's most powerful immunological weapons, CD8+ cytotoxic
T lymphocytes ("CD8+ CTLs"), to develop off-the-shelf, precision T cell therapies for the treatment of infectious diseases,
cancers, and neurological disorders with the aim of addressing the significant unmet needs of large patient populations. We believe that
sustainability and commercial success in the forthcoming era of medicine will rely on ensuring patient accessibility through advanced
science and innovative business models. We aspire to be the first biotechnology company offering commercially attractive, economically
viable, and cost-effective personalized T cell therapies.

 We
believe our allogeneic, precision T cell technology platform, ExacTcell, represents a significant scientific breakthrough that has the
potential to produce a new class of off the shelf – manufactured and stored for immediate use – drugs with diverse applications
spanning virology, oncology, and neurology. ExacTcell is a set of processes and methodologies to develop, enrich, and expand single HLA
restricted CTL therapies with proactively selected, precisely defined targets. HLA molecules are proteins that play an important role
in the immune system's ability to recognize "self" versus "foreign." CTLs, also known as killer T cells,
are white blood cells that are part of the immune system and destroy infected, malignant, or otherwise damaged cells. We are focused
on using ExacTcell to develop allogeneic therapeutics, meaning therapeutics that are intended to be infused in patients other than the
original donor. ExacTcell therapies are based on carefully selected, naturally occurring CTLs that recognize targets of interest from
the body's native T cell receptor pool, unlike genetically engineered T cell therapies. Our confidence in ExacTcell is reflected
in our development pipeline, which has been carefully tailored to address the unmet needs of large patient populations grappling with
life-threatening viral diseases, both viral and non-viral induced cancers, and neurological disorders such as multiple sclerosis.

 The
first clinical product of ExacTcell, TVGN 489, is being developed to fill a critical gap in COVID-19 therapeutics for the immunocompromised
and the high-risk elderly, with potential applications in both treatment and prevention of Long COVID. TVGN 489 consists of CTLs active
against multiple precise, well defined, and well characterized targets across the SARS-CoV-2 genome. We hope to launch a pivotal trial
of TVGN 489 in COVID-19 patients with B cell malignancies in as soon as late 2024, with studies of other highly vulnerable populations
thereafter. TVGN 489 is also in preclinical development for treatment and prevention of Long COVID.

 To
date, we have not generated any revenue. As a result, we have never been profitable and have incurred net losses since the commencement
of our operations. We do not expect to generate product revenue unless and until we obtain marketing approval for and successfully commercialize
TVGN 489 or another product candidate, and we cannot assure you that we will ever generate significant revenue or profits. We expect
to incur significant expenses related to expanding our research and development capability, building our manufacturing infrastructure
including through acquisition, and our commercialization organization, including reimbursement, marketing, managed market, distribution
functions, and training, and deploying a specialty medical science liaison team.

 Semper
Paratus Acquisition Corporation

 We
were incorporated as a Cayman Islands exempted company on April 21, 2021. We were formed for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, reorganization or other similar business transaction with one or more businesses (an "Initial
Business Combination").

 On
November 8, 2021, we consummated the initial public offering (the "IPO") of 30,000,000 units ("Units") with respect
to the ordinary shares included in the Units being offered (the "Public Shares") at $10.00 per Unit generating gross proceeds
of $300,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 1,360,000 private placement units ("Private
Placement Units") at a price of $10.00 per Private Placement Unit in a private placement to our sponsor, Semper Paratus Sponsor
LLC (the "Original Sponsor") and underwriter Cantor Fitzgerald & Co. ("Cantor"), generating gross proceeds
of $13,600,000. Simultaneously with the closing of the IPO, we consummated the closing of the sale of 4,500,000 additional Units upon
receiving notice of the underwriter's election to fully exercise its overallotment option ("Overallotment Units"),
generating additional gross proceeds of $45,000,000, and the private placement of an additional 90,000 Private Placement Units to the
Original Sponsor, generating gross proceeds of $900,000. Following the closing of the IPO, $351,900,000 from the net proceeds of the
sale of the Units in the IPO and the Private Placement Units was placed in a trust account (the "Trust Account") for investment
in U.S. government securities with a maturity of 180 days or less or in any open-ended investment company that holds itself as a money
market fund until the earlier of the completion of an Initial Business Combination and the distribution of the Trust Account.

 On
May 4, 2023, we entered into a purchase agreement (the "Purchase Agreement") with the Sponsor and the Original Sponsor, pursuant
to which the Sponsor purchased from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 Private Placement Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for one Class A ordinary share,
free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated November 3, 2021, that we entered
into with our officers, directors and the Original Sponsor, and the Underwriting Agreement, dated November 3, 2021, that we entered into
with Cantor as representative of the several underwriters (the "Underwriting Agreement")), for an aggregate purchase price
of $1.00 (the "Purchase Price") payable at the time of the Initial Business Combination. The transactions contemplated by
the Purchase Agreement closed June 7, 2023, and the Original Sponsor transferred the Private Placement Units and the Class A ordinary
shares to the Sponsor.

 Prior
to the Business Combination (defined below), our management had broad discretion with respect to the specific application of the net
proceeds of its IPO and the sale of Private Placement Warrants, although substantially all of the net proceeds were intended to be applied
generally toward consummating a business combination.

 Charter
Amendments and Share Redemptions

 On
February 3, 2023, our shareholders approved an amendment (the "First Extension Charter Amendment") to our Amended and Restated
Memorandum and Articles of Association to extend the date by which we were required to consummate an Initial Business Combination from
February 8, 2023, to December 15, 2023. Under Cayman Islands law, the First Extension Charter Amendment took effect upon approval by
the shareholders. In connection with the meeting, shareholders holding approximately 32,116,947 Public Shares exercised their right to
redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $333 million (approximately
$10.38 per Public Share) was removed from the Trust Account to pay such holders.

 On
December 14, 2023, our shareholders approved an amendment (the "Second Extension Charter Amendment") to our Amended and
Restated Memorandum and Articles of Association to extend the date by which we were required to consummate an Initial Business
Combination to September 15, 2024. Under Cayman Islands law, the Second Extension Charter Amendment took effect upon approval by the
shareholders. In connection with the meeting, shareholders holding approximately 880,873 Public Shares exercised their right to
redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $9.71 million
(approximately $11.03 per Public Share) was removed from the Trust Account to pay such holders. Approximately $16.7 million remained
in the Trust Account as of December 31, 2023, and we had 1,502,180 public shares outstanding as of December 31, 2023.

 On
January 31, 2024, our shareholders approved the proposals relating to the entry into and consummation of the Merger Agreement. In connection
with the Meeting, shareholders holding 1,432,457 Public Shares exercised their right to redeem their shares for a pro rata portion of
the funds in the Trust Account. As a result, approximately $16.0 million (approximately $11.14 per Public Share) was removed from the
Trust Account to pay such holders. Following these redemptions, approximately $0.8 million remained in the Trust Account.

 Business
Combination

 On
the Closing Date, pursuant to the Merger Agreement, Merger Sub merged with and into Tevogen Bio, with Tevogen Bio being the surviving
company and our wholly owned subsidiary (the "Merger," and together with the other transactions contemplated by the Merger
Agreement, the "Business Combination"). Prior to the effective time of the Merger (the "Effective Time"), pursuant
to the Merger Agreement, we changed our jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing
and domesticating as a corporation incorporated under the laws of the State of Delaware (the "Domestication"). In connection
with the Domestication, we changed our name to "Tevogen Bio Holdings Inc." Also in connection with the Domestication, our
governing documents were amended and restated.

 At
the Effective Time, in accordance with the terms and subject to the conditions of the Merger Agreement, each share of common stock of
Tevogen Bio issued and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares
of duly authorized, validly issued, fully paid, and nonassessable shares of our common stock, par value $0.0001 per share (the "Common
Stock"), equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) $1,200,000,000 by (ii) ten dollars
($10.00) by (y) the aggregate number of shares of the common stock of Tevogen Bio that were issued and outstanding immediately prior
to the Effective Time (the "Exchange Ratio").

 Results
of Operations

 As
of December 31, 2023, we had not commenced any operations. All activity through December 31, 2023, relates to our formation, the IPO,
the search for an Initial Business Combination, and the consummation of the Business Combination with Tevogen Bio. We did not generate
any operating revenues prior to the completion of the Business Combination. We generated non-operating income in the form of interest
income from the proceeds derived from the IPO placed in the Trust Account.

 For
the year ended December 31, 2023, we had a net loss of $67,325, which consisted of unrealized gain on investment held in the Trust
Account of $2,734,426, offset by general and administrative expenses of $2,273,970, change in the fair value of warrants of $21,750, interest expense of $256,031, and impairment of amounts due from related party of $250,000.

 For
the year ended December 31, 2022, we had a net income of $4,408,361, which consisted of unrealized gain on investment held in the Trust
Account of $4,948,194 and change in the fair value of warrants of $413,250, offset by general and administrative expenses of $953,083.

 Liquidity
and Capital Resources

 For
the year ended December 31, 2023, net cash used in operating activities was $1,376,351, net loss of $67,325 was impacted by the unrealized
gain on investments held in the Trust Account of $2,734,426, offset by non-cash interest expense of $256,031, the change in the fair value of warrants of $21,750 and changes
in operating assets and liabilities of $1,147,619.

 For
the year ended December 31, 2022, net cash used in operating activities was $215,395, net income of $4,408,361 was impacted by the unrealized
gain on investments held in the Trust Account of $4,948,194, a change in the fair value of warrants of $413,250 and changes in operating
assets and liabilities of $737,688.

 As
of December 31, 2023, we had $8,835 in cash and $16,681,497 remained in the Trust Account. See "Overview – Charter
Amendments and Share Redemptions" above for a discussion of withdrawals from the Trust Account in connection with redemptions
in 2023.

 Our primary sources of funds
to meet our near-term liquidity and capital requirements include cash on hand, including the funding the funding we have received
from the sale of our Series A Preferred Stock, and the funding we expect to receive from the sale of our Series A-1 Preferred Stock.
On February 14, 2024, we entered into a securities purchase agreement with an investor pursuant to which an investor agreed to
purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million. On March 27, 2024, we entered into
an agreement pursuant to which that amount was reduced to $2.0 million and the investor agreed to purchase shares of our Series A-1
Preferred Stock for an aggregate purchase price of $6.0 million. As of the date of this Annual Report, we have received only $1.2
million of the $6.0 million aggregate purchase price for the shares of Series A-1 Preferred Stock. Even if we receive all of
such proceeds, we will still need additional capital to fully implement our business, operating, and development plans.

 We
expect to devote substantial financial resources to our ongoing and planned activities, particularly as we conduct our planned clinical
trials of TVGN 489 and other product candidates. Identifying potential product candidates and conducting pre-clinical testing and clinical
trials is a time-consuming, expensive, and uncertain process that takes years to complete, and we may never generate the necessary data
or results required to obtain marketing approval and achieve product sales. In addition, our product candidates, if approved, may not
achieve commercial success.

 We
expect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance our pre-clinical
studies and clinical trials. In addition, if we obtain marketing approval for TVGN 489 in any indication or for any other product candidate
we are developing or develop in the future, we expect to incur significant commercialization expenses related to product manufacturing,
sales, marketing, and distribution. Furthermore, we expect to incur additional costs associated with operating as a public company. Accordingly,
we will need to obtain substantial additional funding.

 Until
such time, if ever, as we can generate substantial revenues from product sales, we expect to finance our cash needs through a combination
of public and private equity offerings and debt financings, strategic alliances, collaborations, and marketing, distribution, or licensing
arrangements. However, adequate additional financing may not be available to us on acceptable terms, or at all, and may be impacted by
the economic climate and market conditions. See the risk factor in this Annual Report with the caption beginning "We will require
substantial additional financing to pursue our business objectives."

 Off-Balance
Sheet Arrangements

 We
have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2023 and 2022. We do
not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable
interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not
entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or
commitments of other entities, or purchased any non-financial assets.

 Contractual
Obligations

 As
of December 31, 2023 and 2022, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term
liabilities.

 Underwriting

 Cantor
was entitled to deferred underwriting commissions of $14,700,000 in the aggregate, consisting of $13,800,000 deferred underwriting commissions,
and $900,000 cash underwriting discount agreed to be deferred until consummation of the Business Combination. The deferred fee was to
become payable to the underwriter from the amounts held in the Trust Account solely in the event that we completed a Business Combination,
subject to the terms of the Underwriting Agreement.

 On
June 28, 2023, we entered into a fee reduction agreement with Cantor (the "Fee Reduction Agreement") pursuant to which Cantor
agreed to forfeit $9,700,000 of the deferred underwriting fees payable, resulting in a remainder of $5,000,000 of deferred underwriting
fees payable (the "Reduced Deferred Fee") to Cantor that became payable upon the closing of the Business Combination. The
Reduced Deferred Fee was payable to Cantor in the form of 500,000 shares of our common stock. The Fee Reduction Agreement only applied
to the consummation of the Transaction with Tevogen Bio and no other potential Business Combinations that we may contemplate or consummate.

 JOBS
Act

 On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply
with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We have elected
to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards
on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements
may not be comparable to companies that comply with public company effective dates.

 Subject
to certain conditions set forth in the JOBS Act, as an "emerging growth company," we are not required to, among other things,
(i) provide an auditor's attestation report on our system of internal control over financial reporting pursuant to Section 404
of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies
under the Dodd-Frank Wall Street Reform and Consumer Protection Act, or (iii) comply with any requirement that may be adopted by the
PCAOB regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the
audit and the financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years following
the completion of our IPO or until we are otherwise no longer an emerging growth company, whichever is earlier.

 Critical
Accounting Estimates

 The
preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during
the periods reported. Actual results could materially differ from those estimates. We have identified the following critical accounting
policies:

 Warrant
Liabilities

 We
account for the Private Placement Warrants included in Private Placement Units and the redeemable warrants (the "Public Warrants")
that were included in units that we issued in our IPO (collectively, the "Warrants") in accordance with Accounting Standards
Codification ("ASC") 815-40, Derivatives and Hedging—Contracts in Entity's Own Equity ("ASC 815"),
under which the Private Placement Warrants do not meet the criteria for equity classification and must be recorded as liabilities. As
the Private Placement Warrants meet the definition of a derivative as contemplated in ASC 815, the Private Placement Warrants are measured
at fair value at inception and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value
recognized in the statements of operations in the period of change.

 Ordinary
Shares Subject to Possible Redemption

 We
account for our ordinary shares that were subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing
Liabilities from Equity." Ordinary shares subject to mandatory redemption are classified as liability instruments and are measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified
as temporary equity. At all other times, ordinary shares are classified as shareholders' equity. Our ordinary shares featured certain
redemption rights that are considered to have been outside of our control and subject to occurrence of uncertain future events. Accordingly,
ordinary shares subject to possible redemption are presented as temporary equity outside of the shareholders' equity section of
our balance sheets. We recognize changes in redemption value immediately as they occur and adjust the carrying value of redeemable ordinary
shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable
ordinary shares are affected by charges against additional paid in capital and accumulated deficit.

 Recently
Issued Accounting Pronouncements

 In
June 2016, the Financial Accounting Standards Bureau ("FASB") issued Accounting Standards Update 2016-13 – Financial
Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). This
update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement
of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and
reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, FASB issued clarifying updates
to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years
beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2016-13
on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on its financial statements.

 In
December 2023, FASB issued Accounting Standards Update 2023-09, "Improvements to Income Tax Disclosures" ("ASU 2023-09"),
which provides for additional disclosures primarily related to the income tax rate reconciliations and income taxes paid. ASU 2023-09
requires entities to annually disclose the income tax rate reconciliation using both amounts and percentages, considering several categories
of reconciling items, including state and local income taxes, foreign tax effects, tax credits and nontaxable or nondeductible items,
among others. Disclosure of the reconciling items is subject to a quantitative threshold and disaggregation by nature and jurisdiction.
ASU 2023-09 also requires entities to disclose net income taxes paid or received to federal, state and foreign jurisdictions, as well
as by individual jurisdiction, subject to a five percent quantitative threshold. ASU 2023-09 may be adopted on a prospective or retrospective
basis and is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. We are evaluating the impact
of ASU 2023-09 on disclosures in our Financial Statements.

 Management
does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material
effect on our condensed financial statements.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 This
information appears following Item 16 of this Annual Report on Form 10-K and is incorporated herein by reference.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 In
designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design
of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply
judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated, as of the end of the
period covered by this Annual Report, the effectiveness of Semper Paratus's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on such evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that Semper Paratus's disclosure controls and procedures were not effective at the reasonable assurance
level due to the material weakness in our internal control over financial reporting related to our accounting for complex financial
instruments and internal controls over collectability over amounts due from related parties. As a result, we performed additional
analysis as deemed necessary to ensure that our financial statements were prepared in accordance with GAAP. Accordingly, management
believes that the financial statements included in this Annual Report present fairly in all material respects our financial
position, results of operations and cash flows for the periods presented.

 Management's
Annual Report on Internal Control Over Financial Reporting

 As
required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing
and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Semper Paratus's internal control over financial reporting was designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Semper
Paratus's internal control over financial reporting includes those policies and procedures that:

 (1)

 pertain
 to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
 assets of our company,

 (2)

 provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,
 and

 (3)

 provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
 could have a material effect on the financial statements.

 Our
management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control — Integrated
Framework (2013)." Based on this assessment, our management concluded that we did not
maintain effective internal control over financial reporting as of December 31, 2023, due to the material weakness in our internal
control over financial reporting related to our accounting for complex financial instruments and internal controls over
collectability over amounts due from related parties.

in Internal Control Over Financial Reporting

 There
were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 For
a discussion of Tevogen Bio's internal controls, see the information provided in Item 1A under the risk factor captioned " If
we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial
statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may
decline."

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Board
of Directors and Management

 The
following table sets forth, as of April 26, 2024, the name, age, and position of each our executive officers and directors.

 Name

 Age

 Position

 Executive
 Officers

 Dr.
 Ryan Saadi

 Chief
 Executive Officer, Chairperson and Director Nominee

 Kirti
 Desai

 Chief
 Financial Officer

 Dr.
 Neal Flomenberg

 Chief
 Scientific Officer and Global R&D Lead

 Sadiq
 Khan

 Chief
 Commercial Officer

 Non-Employee
 Directors

 Surendra
 Ajjarapu

 Jeffrey
 Feike

 Dr.
 Keow Lin Goh

 Dr.
 Curtis Patton

 Susan
 Podlogar

 Victor
 Sordillo

 Executive
Officers

 Dr.
Ryan Saadi, 59, has served as our Chief Executive Officer and Chairperson since February 14, 2024 and served as Chief Executive
Officer and Chairperson of Tevogen Bio beginning in June 2020. Dr. Saadi has been a member of the Leadership Council of the Yale School
of Public Health since 2021. Prior to founding Tevogen Bio, Dr. Saadi was the Global Vice President of Evidence, Market Access, and Strategic
Pricing for CSL Behring, a biopharmaceutical company that manufactures plasma-derived and recombination therapeutic products, from September
2018 to October 2019. Before CSL Behring, Dr. Saadi served as Global Head, Market Access and Policy, Oncology for Janssen from 2012 to
September 2018 and Worldwide Vice President, Health Policy, Reimbursement, Strategic Pricing and Market Access for Johnson & Johnson's
Cordis business from 2008 to 2012. Earlier, Dr. Saadi was Global Vice President, Health Outcomes & Pricing for Genzyme and Global
Head, Health Outcomes and Market Access for Sanofi-Aventis' oncology, bone and arthritis product portfolio. From 2010 through 2019,
Dr. Saadi has also served as a Voting Member of the CMS Medicare Evidence Development & Coverage Advisory Committee, which provides
independent guidance and expert advice to CMS on clinical topics. We believe Dr. Saadi is qualified to serve on our Board
based on his extensive business leadership experience as well as his experience and track record as a problem solver in the healthcare
and life sciences industries.

 Kirti
Desai, 67, has served as our Chief Financial Officer since February 14, 2024 and served as Chief Financial Officer of Tevogen
Bio beginning in June 2020. Mr. Desai previously served as President of Star Accounting Services Inc., an accounting firm providing accounting
and tax services to businesses and individuals, from January 2005 to December 2021. Mr. Desai is a certified public accountant. Mr. Desai
also serves as the Treasurer of Shrimad Rajchandra Mission Dharampur (USA) Inc., a community outreach and development nonprofit.

 Dr.
Neal Flomenberg, 70, has served as our Chief Scientific Officer and Global R&D Lead since February 14, 2024 and served as
Chief Scientific Officer and Global R&D Lead of Tevogen Bio beginning in July 2022. Prior to joining Tevogen Bio, Dr. Flomenberg
served as professor and Chair of the Department of Medical Oncology at Sidney Kimmel Medical College of Thomas Jefferson University from
2008 to July 2022 and Deputy Director of Thomas Jefferson University's Sidney Kimmel Cancer Center from 2015 to July 2022. Prior
to those positions, Dr. Flomenberg held a number of leadership roles in the academia, hospital, and research settings. Dr. Flomenberg's
career has focused on blood cancers, particularly those requiring bone marrow or peripheral blood stem cell transplants, and he has authored
over 175 peer reviewed publications. At Jefferson, Dr. Flomenberg also maintained an active medical practice and was continually listed
in Philadelphia Magazine's "Top Doctors in Philadelphia" for more than 15 years prior to joining Tevogen Bio.

 Sadiq
Khan, 62, has served as our Chief Commercial Officer since February 14, 2024 and served as Chief Commercial Officer of Tevogen
Bio beginning in April 2022. Previously, Mr. Khan held several roles at the New Jersey Institute of Technology ("NJIT"),
a public research university, and its subsidiaries from 2014 to March 2022. Most recently, Mr. Khan served as Senior Director and then
Executive Director of Operations & Business Planning at BioCentriq, a for-profit cell and gene therapy contract development and manufacturing
organization owned by New Jersey Innovation Institute ("NJII"), which was itself a non-profit subsidiary of NJIT, from September
2018 to March 2022. While at BioCentriq, Mr. Khan was part of the leadership team that prepared BioCentriq for its spin-off from NJII.
Mr. Khan held several roles at NJII from 2014 to February 2020, including Director of Business Development, Biopharma Innovation beginning
in 2018, where he worked to facilitate academic, government, and industry collaboration in the biopharmaceutical field. From 2008 to
March 2018, Mr. Khan also acted as Founder and Chief Strategist for Pharmique Health LLC, where he advised corporations on strategic
commercial planning and other matters. Previously, Mr. Khan co-founded Tegelix Therapeutics, a now-defunct pharmaceutical company, and
held various regional and global commercialization and alliance management roles at Hoechst Marion Roussel, Aventis, and then Sanofi-Aventis.

 Non-Employee
Directors

 Surendra
Ajjarapu, 53, has served on our Board since February 14, 2024 and served as a director and Chief Executive Officer and
Chairman of Semper Paratus beginning in June 2023. In addition to his involvement with Semper Paratus, Mr. Ajjarapu has served as
Chief Executive Officer and Chairman of Integrated Wellness Acquisition Corp. (NYSE: WEL), a special purpose acquisition company,
since February 2024, Power Up Acquisition Corp. (Nasdaq: PWUP), a special purpose acquisition company, since August 2023, OceanTech Acquisitions I Corp. (Nasdaq: OTEC), a special purpose acquisition
company, since March 2023, and Kernel Group Holdings, Inc. (Nasdaq: KRNL), a special purpose acquisition company, since December
2022. Mr. Ajjarapu currently serves Trxade Health, Inc. (Nasdaq: MEDS), a health services information
technology company, as Chairman of the Board, Chief Executive Officer and Secretary and has served in these roles since its
acquisition of Trxade Group, Inc., a Nevada corporation ("Trxade Nevada") on January 8, 2014, and as the Chairman of the
Board, Chief Executive Officer and Secretary of Trxade Nevada since its inception in 2013. Mr. Ajjarapu is also currently serving as
a director of Ocean Biomedical Inc. (Nasdaq: OCEA) (f.k.a. Aesther Healthcare Acquisition Corp.), a biopharmaceutical company. Mr.
Ajjarapu has also served on the Board of Directors of Kano Energy, Inc which is involved in developing renewable natural gas sites
in the United States, since 2018 and as Chairman of the Board of Directors of Feeder Creek Group, Inc., a company involved in
developing renewable natural gas sites in Iowa, since 2018. Mr. Ajjarapu was also a Founder, CEO and Chairman of Sansur Renewable
Energy, Inc., a company involved in developing wind power sites in the Midwestern United States, from 2009 to 2012. We believe Mr.
Ajjarapu is qualified to serve on our Board based on his extensive public company experience.

 Jeffrey
Feike, 74, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen Bio beginning
in August 2022. Mr. Feike served as the Hospital President of Covenant Health's Fort Loudoun Medical Center from September 2004
to June 2022. Throughout his career, Mr. Feike has overseen the development of hospitals, outpatient clinics, and emergency medical services
("EMS") systems. Mr. Feike represents East Tennessee on the state EMS Board's Clinical Issues Committee and serves
on the board of Regional Medical Communications Center for East Tennessee. We believe Mr. Feike is qualified to serve on our Board based on his dedication to public health and healthcare industry experience.

 Dr.
Keow Lin Goh, 52, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen
Bio beginning in August 2022. Dr. Goh is a Partner at Tapestry Networks, a company that brings together leaders in different sectors
in order to facilitate economic, social, and organizational change. Dr. Goh has served as a Partner at Tapestry Networks since 2009 and
focuses on global healthcare policy with the goal of improving patient outcomes. Previously, Dr. Goh was a Senior Project Leader at Boston
Consulting Group from 2003 through 2009, where she worked with senior biotech and pharmaceutical executives in product development, research
and development restructuring, organizational and operational change initiatives, post-merger acquisition synergies, and regulatory issues.
We believe Dr. Goh is qualified to serve on our Board based on her experience in the healthcare sector.

 Dr.
Curtis Patton, 88, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen
Bio beginning in July 2020. Dr. Patton is Professor Emeritus at Yale School of Public Health, where he worked for 36 years. Dr. Patton
served in a variety of administrative capacities during his time at Yale, including as Division Head, Epidemiology of Microbial Diseases
and Acting Head of Global Health. While at Yale, Dr. Patton also served as the Director of International Medical Studies and was the
Chair of the Committee on International Health. We believe Mr. Patton is qualified to serve on our Board based on his work
on and experience with public health issues.

 Susan
Podlogar, 60, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen Bio
beginning in August 2022. Ms. Podlogar is the Chief Human Resources Officer and Executive Vice President of MetLife, Inc ("MetLife").
Ms. Podlogar joined MetLife in 2017 and oversees its global human resources strategies and practices. At MetLife, Ms. Podlogar has established
a "Workforce of the Future Development Fund" to prepare employees for future work needs and backed MetLife's signing
of the Catalyst CEO Champions for Change Pledge, which is a commitment to advance diversity, inclusion, and gender equality in the workplace.
Ms. Podlogar also serves on the board of directors of MetLife Foundation, a philanthropic organization focused on advancing inclusive
economic mobility in underserved and underrepresented communities. Prior to her time at MetLife, Ms. Podlogar held a series of Human
Resources roles at Johnson & Johnson from 2003 to June 2017, including Global Vice President of Human Resources and member of the
Human Resources Executive Committee. We believe Ms. Podlogar is qualified to serve on our Board based on her extensive human
resources and healthcare industry experience.

 Victor
Sordillo, 71, has served on our Board since February 14, 2024 and served on the board of directors of Tevogen Bio
beginning in July 2023. Mr. Sordillo has served as Managing Director of Risk Advisory Services at Verita CSG, Inc. ("Verita"),
a provider of holistic insurance and risk management solutions for commercial line clients, since March 2024. Before joining Verita,
Mr. Sordillo served as the Executive Vice President, Director of Risk Control Services of Sompo International, a global specialty provider
of property and casualty insurance and reinsurance from January 2017 to March 2024, and as Senior Vice President – Risk Solutions
of QBE North America ("QBE") from May 2016 to April 2017. Prior to QBE, Mr. Sordillo served as the Global Technical Services
Manager at Chubb NA from January 2000 through May 2016. Mr. Sordillo is a registered professional civil and fire protection engineer
and Certified Safety Professional. Mr. Sordillo served as the mayor of Warren, New Jersey for more than 22 years. We believe Mr. Sordillo
is qualified to serve on our Board based on his extensive business and leadership experience.

 Corporate
Governance

 We
have structured our corporate governance in a manner that we believe closely aligns our interests with those of our stockholders. We
have independent director representation on our audit, compensation, and nominating and corporate governance committees and our independent
directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors.

 Role
of Board in Risk Oversight

 Our
Board has extensive involvement in the oversight of risk management related to our Company and its business and accomplishes this oversight
through the regular reporting to the Board by the audit committee. The audit committee represents the Board by periodically reviewing
our accounting, reporting, and financial practices, including the integrity of our financial statements, the surveillance of administrative
and financial controls, and our compliance with legal and regulatory requirements. Through its regular meetings with management, including
the finance, legal, internal audit, and information technology functions, the audit committee reviews and discusses all significant areas
of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, the Board receives
periodic detailed operating performance reviews from management.

 Composition
of the Board

 Our
business and affairs are managed under the direction of the Board. The Board is divided into three classes, designated as Class I, Class
II, and Class III. Each class consists, as nearly as may be possible, of one third of the total number of directors constituting the
whole Board. The term of the current Class I directors, Dr. Curtis Patton and Jeffrey Feike, expires at the first annual meeting of the
stockholders following the Business Combination; the term of the current Class II directors, Surendra Ajjarapu, Victor Sordillo, and
Dr. Keow Lin Goh, expires at the second annual meeting of the stockholders following the Business Combination; and the term of the current
Class III directors, Dr. Ryan Saadi and Susan Podlogar, expires at the third annual meeting of the stockholders following the Business
Combination.

 Controlled
Company Status

 We
are a "controlled company" for purposes of the corporate governance rules of Nasdaq. Controlled companies under those rules
are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company.
Dr. Saadi owns more than 50% of our voting power. Accordingly, we are eligible for, but do not currently intend to rely on, certain exemptions
from the corporate governance requirements of Nasdaq. Specifically, as a "controlled company," we are not required to have
(1) a majority of independent directors, (2) a nominating and corporate governance committee composed entirely of independent directors,
or (3) a compensation committee composed entirely of independent directors. In the event we elect to rely on some or all of these exemptions
in the future, stockholders would not have the same protections afforded to stockholders of companies that are subject to all of the
applicable corporate governance rules of Nasdaq.

 Board
Committees

 The
standing committees of the Board consist of an audit committee, a compensation committee, and a nominating and corporate governance committee.
The Board may, from time to time, establish other committees.

 Our
executive officers regularly report to the non-executive directors and the audit, the compensation, and the nominating and corporate
governance committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing
evaluation of management controls. We believe that the leadership structure of our Board provides appropriate risk oversight.

 Audit
Committee

 The
audit committee consists of Victor Sordillo, who serves as the chairperson, Jeffrey Feike, and Susan Podlogar. Each of the members of
the audit committee satisfies the requirements for independence and financial literacy under the applicable rules and regulations of
the SEC and rules of Nasdaq.

 Mr.
Feike qualifies as an audit committee financial expert through his decades of experience overseeing chief financial officers and the
preparation and analysis of financial statements as a hospital and hospital system chief executive officer.

 The
functions of the audit committee include, among other things:

 the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent
 auditors or engage new independent auditors;

 our financial reporting processes and disclosure controls;

 and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

 the adequacy and effectiveness of our internal control policies and procedures, including the effectiveness of our internal audit
 function;

 with the independent auditors the annual audit plan, including the scope of audit activities;

 and reviewing at least annually a report by our independent auditors describing the independent auditors' internal quality
 control procedures and any material issues raised by the most recent internal quality-control review;

 and evaluating our independent auditor's lead audit partner and the rotation of audit partners as required by law;

 prior
 to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought
 to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent
 auditor;

 our annual and quarterly financial statements and reports, including the disclosures contained in the section titled "Management's
 Discussion and Analysis of Financial Condition and Results of Operations," and discussing the statements and reports with our
 independent auditors and management;

 with our independent auditors and management significant issues that arise regarding accounting principles and financial statement
 presentation and matters concerning the scope, adequacy, and effectiveness of our financial controls and critical accounting policies;

 with management and our auditors any earnings announcements and other public announcements regarding material developments;

 establishing
 procedures for the receipt, retention and treatment of complaints we receive regarding accounting, internal accounting controls,
 auditing or other matters;

 preparing
 the report that the SEC requires in our annual proxy statement;

 and discussing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment
 and risk management is implemented; and

 and evaluating the audit committee charter annually and recommending any proposed changes to the Board.

 The
composition and function of the audit committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable
SEC and Nasdaq rules and regulations.

 The
Board adopted a written charter for the audit committee, which is available on our website.

 Compensation
Committee

 The
compensation committee consists of Susan Podlogar, who serves as the chairperson, and Dr. Keow Lin Goh. Each of the members of the compensation
committee meets the requirements for independence under the under the applicable rules and regulations of the SEC and rules of Nasdaq.

 The
functions of the committee include, among other things:

 and approving any corporate objectives that pertain to the determination of executive compensation;

 and approving the compensation and other terms of employment of our executive officers;

 and approving performance goals and objectives relevant to the compensation of our chief executive officer;

 our chief executive officer's performance in light of the foregoing goals and objectives and, either as a committee or together
 with the other independent directors, determining and approving our chief executive officer's compensation level based on this
 evaluation;

 making
 recommendations to the Board regarding non-chief executive officer compensation and the adoption or amendment of equity and cash
 incentive plans and approving amendments to such plans to the extent authorized by the Board;

 and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange
 Act;

 administering
 equity incentive plans, to the extent such authority is delegated by the Board;

 with management our disclosures under the caption "Compensation Discussion and Analysis" in periodic reports or proxy
 statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement;

 preparing
 an annual report on executive compensation that the SEC requires in our annual proxy statement; and

 and evaluating the compensation committee charter annually and recommending any proposed changes to the Board.

 The
composition and function of the compensation committee complies with all applicable requirements of the Sarbanes-Oxley Act and all applicable
SEC and Nasdaq rules and regulations.

 The
Board adopted a written charter for the compensation committee, which is available on our website.

 Nominating
and Corporate Governance Committee

 The
nominating and corporate governance committee consists of Jeffrey Feike, who serves as the chairperson, and Dr. Keow Lin Goh. Each of
the members of the nominating and corporate governance committee meets the requirements for independence under the applicable rules and
regulations of the SEC and rules of Nasdaq.

 The
functions of this committee include, among other things:

 identifying,
 reviewing, and making recommendations of candidates to serve on the Board;

 the performance of the Board, committees of the Board, and individual directors and determining whether continued service on the
 Board is appropriate;

 nominations by stockholders of candidates for election to the Board;

 the current size, composition, and organization of the Board and its committees and making recommendations to the Board for approvals;

 recommending
 to the Board any changes to our corporate governance policies and principles;

 issues and developments related to corporate governance and identifying and bringing to the attention of the Board current and emerging
 corporate governance trends; and

 periodically the nominating and corporate governance committee charter, structure and membership requirements and recommending any
 proposed changes to the Board.

 The
composition and function of the nominating and corporate governance committee complies with all applicable requirements of the Sarbanes-Oxley
Act and all applicable SEC and Nasdaq rules and regulations.

 The
Board adopted a written charter for the nominating and corporate governance committee, which is available on our website.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our directors, specified officers and persons who beneficially own more than 10% of a registered class
of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other
equity securities. Based solely on a review of Section 16(a) reports filed electronically with the SEC during or with respect to the
fiscal year ended December 31, 2023, or written representations that no other reports were required, we believe that our Section 16(a)
reporting persons complied with all applicable filing requirement during the fiscal year ended December 31, 2023, except that Surendra
Ajjarapu, who served as the Chief Executive Officer and Chairman of Semper Paratus and who was a beneficial owner of more than 10% of
the outstanding shares of the Class A ordinary shares of Semper Paratus, filed one late report with respect to one transaction.

 Code
of Business Conduct and Ethics

 We
have adopted a code of business conduct and ethics that applies to all of our directors, officers and employees, including those officers
responsible for financial reporting. A current copy of the code of business conduct and ethics is available under the Governance Documents
section of our website. We intend to disclose future amendments to the code or any waivers of its requirements on our website at

 Stockholder
Nominations for Directors

 Prior
to the Business Combination, holders of Semper Paratus public shares did not have the right to recommend director candidates for nomination
to the Board. Following the Business Combination, our nominating and corporate governance committee is responsible for evaluating individuals
recommended for nomination by stockholders for election to the Board and recommending appropriate action for the Board in accordance
with our Corporate Governance Guidelines and applicable law.

 ITEM
11. EXECUTIVE COMPENSATION

 Executive
and Director Compensation of Semper Paratus

 The
Sponsor, Original Sponsor, executive officers and directors, and their respective affiliates were reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on
business combinations. Our audit committee reviewed on a quarterly basis all payments that were made by us to our Sponsor, the Original
Sponsor, our executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination
were made using funds held outside the Trust Account. Other than quarterly audit committee review of such reimbursements, we did not
have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket
expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business
combination. Other than these payments and reimbursements, we paid no compensation of any kind, including finder's and consulting
fees, to the Sponsor, the Original Sponsor, our executive officers and directors, or any of their respective affiliates prior to completion
of the Business Combination.

 Executive
and Director Compensation of Tevogen

 Overview

 The
following tables and accompanying narrative set forth information about the 2023 and 2022 compensation provided to our principal executive
officer and the two most highly compensated executive officers (other than our principal executive officer) who were serving as executive
officers as of December 31, 2023. These executive officers consist of Dr. Ryan Saadi, our Chief Executive Officer, Kirti Desai, our Chief
Financial Officer, and Dr. Neal Flomenberg, our Chief Scientific Officer and Global R&D Lead, and are referred to in this section
as our "named executive officers" or "NEOs."

 This
discussion may contain forward-looking statements that are based on our current plans, considerations, expectations, and determinations
regarding future compensation practices. Actual compensation practices in the future may differ materially from the forward-looking statements
included in this discussion.

 Summary
Compensation Table

 The
following table presents summary information regarding the total compensation for services rendered in all capacities that was awarded
to, earned by, or paid to our named executive officers for the last two completed fiscal years.

 Name and Principal Position

 Year

 Salary
 ($)

 Stock
 Awards (1)
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Ryan Saadi, M.D., M.P.H.

 Chief Executive Officer

 2023

 501,000

 501,000

 2022

 453,375

 453,845

 Kirti Desai

Chief Financial Officer

 2023

 300,000

 300,000

 2022

 225,000

 225,000

 Neal Flomenberg, M.D.

Chief Scientific Officer and Global R&D Lead

 2023

 350,000

 2,576,000

 2,926,000

 2022

 175,000

 13,600,000

 13,775,000

 (1)

 The
 amount in this column reflects the full grant-date fair value of RSUs during 2023 computed in accordance with Accounting Standards
 Codification 718, Compensation – Stock Compensation, excluding estimates of forfeitures related to service-based vesting
 conditions, and assuming satisfaction of the liquidity event condition contained in such awards (the "Liquidity Event Condition").
 The amount reported reflects the accounting cost for the RSU awards and does not correspond to the actual value that may be recognized
 by Dr. Flomenberg in connection with the applicable award.

 Narrative
Disclosure to Summary Compensation Table

 Base
Salary

 The
named executive officers receive base salaries to compensate them for services rendered to us. The base salary payable to each named
executive officer is intended to provide a fixed component of compensation reflecting the executive's skill set, experience, role,
and responsibilities. The annual base salaries for Dr. Saadi, Mr. Desai, and Dr. Flomenberg for 2023 were $501,000, $300,000, and $350,000,
respectively.

 Equity
Compensation

 Prior
to the consummation of the Business Combination, from time to time, we granted equity awards under the Tevogen Bio Inc 2020 Equity Incentive
Plan (the "2020 Plan") as incentives to attract, retain, and motivate our named executive officers. In July 2023, we granted
Dr. Flomenberg an equity award of 100,000 RSUs. The vesting of Dr. Flomenberg's award requires the satisfaction of both a service-based
condition and the Liquidity Event Condition. The service-based condition was satisfied with respect to 50% of the RSUs upon grant and
is satisfied with respect to 25% of the RSUs on each of the first two anniversaries of the award. The Liquidity Event Condition was satisfied
upon the consummation of the Business Combination.

 In
connection with the consummation of the Business Combination, we adopted the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (the
"2024 Plan") and no longer grant awards pursuant to the 2020 Plan. Each RSU award granted under the 2020 Plan that was outstanding
and unvested as of the Closing Date was automatically canceled and converted into an award under the 2024 Plan with respect to the Common
Stock. Such converted awards remain subject to the same terms and conditions as set forth under the applicable award agreement prior
to the consummation of the Business Combination. For a description of the features of the 2024 Plan, see "—Equity Incentive
Plan" below.

 Outstanding
Equity Awards at Fiscal Year-End

 The
following table provides information regarding equity awards held by our named executive officers that were outstanding as of December
31, 2023. The awards listed in this table were granted under the 2020 Plan, which is summarized above under "—Narrative Disclosure
to Summary Compensation Table—Equity Compensation." Our named executive officers did not hold any outstanding stock options
as of December 31, 2023.

 Stock Awards

 Name

 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

 Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

 Ryan Saadi, M.D., M.P.H

 —

 —

 Kirti Desai

 —

 —

 Neal Flomenberg, M.D.

 5,332,902
 (1)

 $
 34,177,000
 (2)

 (1)

 Reflects
 an award of 1,000,000 RSUs of Tevogen Bio granted on July 1, 2022 (the "Initial Flomenberg Award"), 75% of which vested
 upon the consummation of the Business Combination, and an award of 100,000 RSUs of Tevogen Bio granted on July 14, 2023 (the "Additional
 Flomenberg Award"), all of which remain unvested, adjusted to reflect the Exchange Ratio and expressed in shares of Common
 Stock. The vesting of each award requires the satisfaction of both a service-based condition and the Liquidity Event Condition. The
 Liquidity Event Condition was satisfied with respect to both awards by the consummation of the Business Combination. The RSUs begin
 to vest to the extent both conditions have been satisfied on the first date upon which both conditions have been satisfied. The service-based
 condition was satisfied with respect to 75% of the RSUs of the Initial Flomenberg Award as of July 1, 2023, and will be satisfied
 with respect to the remaining 25% on July 1, 2024. The Additional Flomenberg Award will vest with respect to 25% of the RSUs on each
 anniversary of July 14, 2023.

 (2)

 Reflects
 a fair market value per share of Tevogen Bio's common stock of $34.77 based on Tevogen Bio's most recent estimated fair
 value of its common stock as of December 31, 2023.

Compensation

 In
the year ended December 31, 2023, we did not pay any fees to, or make any equity or non-equity awards to, or pay any other compensation
to the non-employee members of our Board for their services as directors, except that we granted Mr. Sordillo 19,000 RSUs
of Tevogen Bio on January 5, 2023.

 Name

 Stock Awards ($)

 Total ($)

 Victor Sordillo

 253,460
 (1)(2)

 253,460

 All other non-employee directors

 —

 —

 (1)

 As
 of December 31, 2023, Mr. Sordillo held RSUs for a total of 96,962 shares of Common Stock, adjusted to reflect the Exchange Ratio.
 Except for these RSUs and RSUs for 193,924 shares of Common Stock held by Susan Podlogar, also as adjusted to reflect the Exchange
 Ratio, there were no outstanding stock awards or option awards held by our non-employee directors as of December 31, 2023.

 (2)

 Reflects
 a grant date fair value per share of Tevogen Bio common stock of $13.34 on the date of the grant.

 Equity
Incentive Plan

 As
described in more detail below, certain notable features of the 2024 Plan include:

 granting
 of options and stock appreciation rights only at a per share exercise price at least equal to the fair market value of a share of
 our Common Stock on the grant date;

 granting
 of options with a ten-year maximum term;

 awards
 are subject to potential clawback, forfeiture, repayment or other similar action pursuant to any clawback policy adopted by us or
 an affiliate or applicable law;

 no
 liberal share recycling;

 no
 payment of dividends or dividend equivalent rights on options or stock appreciation rights, and no current payment of dividends or
 dividend equivalent rights on unvested performance-based awards; and

 no
 repricing of options or stock appreciation rights without prior stockholder approval.

 Summary
of the Material Terms of the 2024 Plan

 Purpose
and Eligibility

 The
purpose of the 2024 Plan is (i) to provide eligible persons with an incentive to contribute to our success and to operate and manage
our business in a manner that will provide for our long-term growth and profitability and that will benefit our stockholders and other
important stakeholders, including our employees and customers, and (ii) to provide a means of recruiting, rewarding, and retaining key
personnel.

 Equity
awards may be granted under the 2024 Plan to officers, directors, including non-employee directors, other employees, advisors, consultants
or other service providers of the Company or our subsidiaries or other affiliates, and to any other individuals who are approved by the
Committee (as defined below) as eligible to participate in the 2024 Plan. Only our employees or employees of our corporate subsidiaries
are eligible to receive incentive stock options.

 Administration,
Amendment and Termination

 The
2024 Plan generally is administered by a committee composed of not fewer than two directors designated by the Board, each of whom must
be a "non-employee director" and satisfy the composition requirements under the listing rules of Nasdaq (the "Committee").

where the authority to act on such matters is specifically reserved to the Board under the 2024 Plan or applicable law, the Committee
has full power and authority to interpret and construe all provisions of the 2024 Plan, any award, and any award agreement, and take
all actions and to make all determinations required or provided for under the 2024 Plan, any award, and any award agreement, including
the authority to:

 designate
 grantees of awards;

 determine
 the type or types of awards to be made to a grantee;

 determine
 the number of shares of our Common Stock subject to an award or to which an award relates;

 establish
 the terms and conditions of each award;

 prescribe
 the form of each award agreement;

 subject
 to limitations in the 2024 Plan (including the prohibition on repricing of options or share appreciation rights without stockholder
 approval), amend, modify, or supplement the terms of any outstanding award; and

 make
 substitute awards.

 The
Board also is authorized to appoint one or more committees of the Board consisting of one or more directors who need not meet the independence
requirements above for certain limited purposes permitted by the 2024 Plan, and to the extent permitted by applicable law, the Committee
will be authorized to delegate authority to our Chief Executive Officer and/or any other officers for certain limited purposes permitted
by the 2024 Plan. The Board will retain the authority under the 2024 Plan to exercise any or all of the powers and authorities related
to the administration and implementation of the 2024 Plan.

 The
Board may amend, suspend, or terminate the 2024 Plan at any time; provided that with respect to awards that are granted under the 2024
Plan, no amendment, suspension or termination may materially impair the rights of the award holder without such holder's consent.
No such action may amend the 2024 Plan without the approval of stockholders if the amendment is required to be submitted for stockholder
approval by the Board, the terms of the 2024 Plan, or applicable law.

 Awards

 Awards
under the 2024 Plan may be made in the form of:

 stock
 options, which may be either incentive stock options or nonqualified stock options;

 stock
 appreciation rights or "SARs";

 restricted
 stock;

 restricted
 stock units;

 deferred
 stock units;

 unrestricted
 stock;

 dividend
 equivalent rights;

 performance
 awards, including performance shares;

 other
 equity-based awards; or

 cash.

 An
incentive stock option is an option that meets the requirements of Section 422 of the Code, and a nonqualified stock option is an option
that does not meet those requirements. A SAR is a right to receive upon exercise, in the form of stock, cash or a combination of stock
and cash, the excess of the fair market value of one share of Common Stock on the exercise date over the exercise price of the SAR. Restricted
stock is an award of Common Stock subject to restrictions over restricted periods that subject the shares of Common Stock to a substantial
risk of forfeiture, as defined in Section 83 of the Code. A restricted stock unit or deferred stock unit is an award that represents
a conditional right to receive shares of Common Stock in the future and that may be made subject to the same types of restrictions and
risk of forfeiture as restricted stock. Unrestricted shares are shares of Common Stock free of restrictions other than those imposed
under federal or state securities law. Dividend equivalent rights are awards entitling the grantee to receive cash, shares of Common
Stock, other awards under the 2024 Plan or other property equal in value to dividends or other periodic payments paid or made with respect
to a specified number of shares of Common Stock. Performance awards are awards made subject to the achievement of one or more performance
goals over a performance period established by the Committee. Other equity-based awards are awards representing a right or other interest
that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to stock, other than
an option, SAR, restricted stock, restricted stock unit, unrestricted stock, dividend equivalent right, or a performance award.

 The
2024 Plan provides that each award will be evidenced by an award agreement, which may specify terms and conditions of the award that
differ from the terms and conditions that would otherwise apply under the 2024 Plan in the absence of the different terms and conditions
in the award agreement. In the event of any inconsistency between the 2024 Plan and an award agreement, the provisions of the 2024 Plan
will control.

 Awards
under the 2024 Plan may be granted alone or in addition to, in tandem with, or in substitution or exchange for any other award under
the 2024 Plan, other awards under another compensatory plan of the Company or any of our affiliates (or any business entity that has
been a party to a transaction with us or any of our affiliates), or other rights to payment from us or any of our affiliates. Awards
granted in addition to or in tandem with other awards may be granted either at the same time or at different times.

 The
Committee may permit or require the deferral of any payment pursuant to any award into a deferred compensation arrangement, which may
include provisions for the payment or crediting of interest or dividend equivalent rights, in accordance with rules and procedures established
by the Committee. Awards under the 2024 Plan generally will be granted for no consideration other than past services by the grantee of
the award or, if provided for in the award agreement or in a separate agreement, the grantee's promise to perform future services
to us or one of our subsidiaries or other affiliates.

 Forfeiture;
Clawback

 We
may reserve the right in an award agreement to cause a forfeiture of the gain realized by a grantee with respect to an award on account
of actions taken by, or failed to be taken by, such grantee in violation or breach of, or in conflict with, any employment agreement,
non-competition agreement, agreement prohibiting solicitation of our employees or clients or employees or clients of any affiliate, confidentiality
obligations with respect to us or any affiliate, or otherwise in competition with us or any affiliate, to the extent specified in such
award agreement. If the grantee is an employee and is terminated for "Cause" (as defined in the 2024 Plan), the Committee
may annul the grantee's award as of the date of the grantee's termination.

 In
addition, any award granted pursuant to the 2024 Plan will be subject to mandatory repayment by the grantee to us to the extent (i) set
forth in the 2024 Plan or in an award agreement, or (ii) the grantee is or becomes subject to any clawback policy or compensation recovery
policy or such other similar policy of us or an affiliate, or any applicable laws which impose mandatory recoupment.

Subject to the 2024 Plan

 Subject
to adjustment as described below, the maximum number of shares of Common Stock reserved for issuance under the 2024 Plan is equal to
the sum of (a) 40,000,000 shares of Common Stock plus (b) an annual increase as of the first business day of each calendar year, for
a period of not more than ten (10) years and starting with the 2025 calendar year, in an amount equal to the lesser of (i) a number of
shares of Common Stock equal to 5.0% of the total number of shares of Common Stock outstanding as of the last day of the immediately
preceding calendar year, or (ii) such lesser number of shares of Common Stock as determined by the Committee. The maximum number of shares
of Common Stock available for issuance pursuant to incentive stock options granted under the 2024 Plan is the same as the total number
of shares of Common Stock reserved for issuance under the 2024 Plan. Shares of Common Stock issued under the 2024 Plan may be authorized
and unissued shares of Common Stock, or treasury shares of Common Stock, or a combination of the foregoing.

 Any
shares of Common Stock covered by an award, or portion of an award, granted under the 2024 Plan that are not purchased or forfeited or
canceled, or expire or otherwise terminate without the issuance of shares of Common Stock or are settled in cash in lieu of shares of
Common Stock, will again be available for issuance under the 2024 Plan.

of Common Stock subject to an award granted under the 2024 Plan are counted against the maximum number of shares of Common Stock reserved
for issuance under the 2024 Plan as one share for every one share subject to such an award. In addition, at least the target number of
shares of Common Stock issuable under a performance award is counted against the maximum number of shares of Common Stock reserved for
issuance under the 2024 Plan as of the grant date, but such number is adjusted to equal the actual number of shares of Common Stock issued
upon settlement of the performance award to the extent different from such number initially counted against the share reserve.

 The
number of shares of Common Stock available for issuance under the 2024 Plan is not increased by the number of shares of Common Stock:
(i) tendered or withheld or subject to an award surrendered in connection with the purchase of shares of Common Stock upon exercise of
an option; (ii) that were not issued upon the net settlement or net exercise of a stock-settled SAR; (iii) deducted or delivered from
payment of an award in connection with our tax withholding obligations; or (iv) purchased by us with proceeds from option exercises.

 Options

 The
2024 Plan authorizes the Committee to grant incentive stock options (under Section 422 of the Code) and options that do not qualify as
incentive stock options. An option granted under the 2024 Plan is exercisable only to the extent that it is vested. Each option becomes
vested and exercisable at such times and under such conditions as the Committee may approve consistent with the terms of the 2024 Plan.
No option may be exercisable more than ten years after the option grant date, or five years after the option grant date in the case of
an incentive stock option granted to a "ten percent stockholder" (as defined in the 2024 Plan); provided that, to the extent
deemed necessary or appropriate by the Committee to reflect differences in local law, tax policy, or custom with respect to any option
granted to a grantee who is a foreign national or is a natural person who is employed outside of the United States, such option may terminate,
and all rights to purchase shares of Common Stock thereunder may cease, upon the expiration of a period longer than ten (10)
years from the date of grant of such option as the Committee shall determine. The Committee may include in the option agreement provisions
specifying the period during which an option may be exercised following termination of the grantee's service. The exercise price
of each option is determined by the Committee, provided that the per share exercise price will be equal to or greater than 100% of the
fair market value of a share of Common Stock on the grant date (other than as permitted for substitute awards). If we were to grant incentive
stock options to any ten percent stockholder, the per share exercise price would not be less than 110% of the fair market value of a
share of Common Stock on the grant date.

 Incentive
stock options and nonqualified stock options are generally non-transferable, except for transfers by will or the laws of descent and
distribution. The Committee may, in its discretion, determine that a nonqualified stock option may be transferred to family members by
gift or other transfers deemed not to be for value.

 Share
Appreciation Rights

 The
2024 Plan authorizes the Committee to grant SARs that provide the recipient with the right to receive, upon exercise of the SAR, cash,
Common Stock, or a combination of the two. The amount that the recipient receives upon exercise of the SAR generally equals the excess
of the fair market value of shares of Common Stock on the date of exercise over the fair market value of shares of Common Stock on the
grant date. SARs become exercisable in accordance with terms determined by the Committee. SARs may be granted in tandem with an option
grant or independently from an option grant. The term of a SAR cannot exceed ten (10) years from the date of grant. The per share exercise
price of a SAR is no less than the fair market value of one share of Common Stock on the grant date of such SAR.

 SARs
are nontransferable, except for transfers by will or the laws of descent and distribution. The Committee may determine that all or part
of a SAR may be transferred to certain family members of the grantee by gift or other transfers deemed not to be for value.

 Fair
Market Value

 For
so long as the Common Stock remains listed on Nasdaq, the fair market value of the Common Stock on an award's grant date, or on
any other date for which fair market value is required to be established under the 2024 Plan, is the closing price of the Common Stock
as reported on Nasdaq on such date. If there is no such reported closing price on such date, the fair market value of the Common Stock
will be the closing price of the Common Stock as reported on such market on the next preceding date on which any sale of Common Stock
will have been reported.

 If
the Common Stock ceases to be listed on Nasdaq and is listed on another established national or regional stock exchange, or traded on
another established securities market, fair market value will similarly be determined by reference to the closing price of the Common
Stock on the applicable date as reported on such other stock exchange or established securities market.

 If
the Common Stock ceases to be listed on Nasdaq or another established national or regional stock exchange, or traded on another established
securities market, the Committee will determine the fair market value of the Common Stock by the reasonable application of a reasonable
valuation method in a manner consistent with Section 409A of the Code.

 No
Repricing

in connection with a corporate transaction involving us (including, without limitation, any stock dividend, distribution (whether in
the form of cash, shares of common stock, other securities or other property), stock split, extraordinary dividend, recapitalization,
change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of common
stock or other securities or similar transaction), we may not, without obtaining stockholder approval, (a) amend the terms of outstanding
options or SARs to reduce the exercise price of such outstanding options or SARs, (b) cancel outstanding options or SARs in exchange
for, or in substitution of, options or SARs with an exercise price that is less than the exercise price of the original options or SARs,
or (c) cancel outstanding options or SARs with an exercise price above the current price of Common Stock in exchange for cash or other
securities, in each case, unless such action is (i) subject to and approved by our stockholders, or (ii) would not be deemed to be a
repricing under the rules of any stock exchange or securities market on which the Common Stock is listed or publicly traded.

 Restricted
Stock, Restricted Stock Units, and Deferred Stock Units

 The
2024 Plan authorizes the Committee to grant restricted stock, restricted stock units, and deferred stock units. Subject to the provisions
of the 2024 Plan, the Committee determines the terms and conditions of each award of restricted stock, restricted stock units, and deferred
stock units, including the restricted period for all or a portion of the award, the restrictions applicable to the award, and the purchase
price, if any, for the shares of Common Stock subject to the award. The restrictions, if any, may lapse over a specified period of time
or through the satisfaction of conditions, in installments or otherwise, as the Committee may determine. A grantee of restricted stock
has all of the rights of a stockholder as to those shares of Common Stock, including, without limitation, the right to vote the shares
of Common Stock and receive dividends or distributions on the shares of Common Stock, except to the extent limited by the Committee.
The Committee may provide in an award agreement evidencing a grant of restricted stock that (a) cash dividend payments or distributions
paid on restricted stock will be reinvested in shares of Common Stock, which may or may not be subject to the same vesting conditions
and restrictions as applicable to such shares of restricted stock, or (b) any dividend payments or distributions declared or paid on
shares of restricted stock will only be made or paid upon satisfaction of the vesting conditions and restrictions applicable to such
shares of restricted stock. Dividend payments or distributions declared or paid on shares of restricted stock which vest or are earned
based on the achievement of performance goals do not vest unless such performance goals for such shares of restricted stock are achieved,
and if such performance goals are not achieved, the grantee of such shares of restricted stock promptly forfeits and, to the extent already
paid or distributed, repay to us such dividend payments or distributions. Grantees of restricted stock units and deferred stock units
have no voting or dividend rights or other rights associated with share ownership, although the Committee may award dividend equivalent
rights on such units.

 During
the restricted period, if any, when restricted stock, restricted stock units, and deferred stock units are non-transferable or forfeitable,
a grantee is prohibited from selling, transferring, assigning, pledging, exchanging, hypothecating, or otherwise encumbering or disposing
of the grantees' restricted stock, restricted stock units, and deferred stock units.

 Unrestricted
Stock

 The
2024 Plan authorizes the Committee to grant unrestricted stock, free of any restrictions such as vesting requirements, in such amounts
and upon such terms as the Committee may determine. Unrestricted stock awards may be granted or sold in respect of past services.

 Dividend
Equivalent Rights

 The
2024 Plan authorizes the Committee to grant dividend equivalent rights. Dividend equivalent rights may be granted independently or in
connection with the grant of any equity-based award, except that no dividend equivalent right may be granted in connection with, or related
to an option or SAR. Dividend equivalent rights may be paid currently (with or without being subject to forfeiture or a repayment obligation)
or may be deemed to be reinvested in additional shares of Common Stock or awards which may thereafter accrue additional dividend equivalent
rights (with or without being subject to forfeiture or a repayment obligation) and may be payable in cash, shares of Common Stock, or
a combination of the two. Dividend equivalent rights granted as a component of another award may (a) provide that such dividend equivalent
right will be settled upon exercise, settlement, or payment of, or lase of restriction on, such other award and that such dividend equivalent
will expire or be forfeited or annulled under the same conditions as such award or (b) contain terms and conditions which are different
from the terms and conditions of such other award, provided that dividend equivalent rights credited pursuant to a dividend equivalent
right granted as a component of another award which vests or is earned based on the achievement of performance goals will not vest unless
such performance goals for such underlying award are achieved, and if such performance goals are not achieved, the grantee of such dividend
equivalent right will promptly forfeit and, to the extent already paid or distributed, repay to us payments or distributions made in
connection with such dividend equivalent rights.

 Performance
Awards

 The
2024 Plan authorizes the Committee to grant performance awards. The Committee determines the applicable performance period, the performance
goals, and such other conditions that apply to the performance award. Any performance measures may be used to measure the performance
of the Company and its subsidiaries and other affiliates as a whole or any business unit of us, our subsidiaries, and/or our affiliates
or any combination thereof, as the Committee may deem appropriate, or any performance measures as compared to the performance of a group
of comparable companies, or published or special index that the Committee deems appropriate. Performance goals may relate to our financial
performance or the financial performance of our operating units, the grantee's performance, or such other criteria determined by
the Committee. If the performance goals are met, performance awards will be paid in cash, shares of Common Stock, other awards, or a
combination thereof.

 Other
Equity-Based Awards

 The
2024 Plan authorizes the Committee to grant other types of stock-based awards under the 2024 Plan. The terms and conditions that apply
to other equity-based awards are determined by the Committee.

 Forms
of Payment

 The
exercise price for any option or the purchase price (if any) for restricted stock, vested restricted stock units, and/or vested deferred
stock units is generally payable (i) in cash or in cash equivalents acceptable to us, (ii) to the extent the award agreement provides,
by the tender (or attestation of ownership) of shares of Common Stock having a fair market value on the date of tender (or attestation)
equal to the exercise price or purchase price, (iii) to the extent permitted by law and to the extent permitted by the award agreement,
through a broker-assisted cashless exercise, or (iv) to the extent the award agreement provides and/or unless otherwise specified in
an award agreement, any other form permissible by applicable law, including net exercise or net settlement and service rendered to us
or our affiliates.

 Change
in Capitalization

 The
Committee may adjust the terms of outstanding awards under the 2024 Plan to preserve the proportionate interests of the holders in such
awards on account of any recapitalization, reclassification, share split, reverse share split, spin-off, combination of shares, exchange
of shares, share dividend or other distribution payable in capital shares, or other increase or decrease in such shares effected without
receipt of consideration by us. The adjustments will include proportionate adjustments to (i) the number and kind of shares subject to
outstanding awards and (ii) the per share exercise price of outstanding options or SARs.

 Transaction
not Constituting a Change in Control

 If
we are the surviving entity in any reorganization, merger, or consolidation of us with one or more other entities which does not constitute
a "change in control" (as defined in the 2024 Plan), any awards will be adjusted to pertain to and apply to the securities
to which a holder of the number of shares of Common Stock subject to such award would have been entitled immediately after such transaction,
with a corresponding proportionate adjustment to the per share price of options and SARs so that the aggregate price per share of each
option or SAR thereafter is the same as the aggregate price per share of each option or SAR subject to the option or SAR immediately
prior to such transaction. Further, in the event of any such transaction, performance awards (and the related performance measures if
deemed appropriate by the Committee) will be adjusted to apply to the securities that a holder of the number of Common Stock subject
to such performance awards would have been entitled to receive following such transaction.

 Effect
of a Change in Control in which Awards are not Assumed

as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing,
upon the occurrence of a change in control in which outstanding awards are not being assumed or continued, the following provisions will
apply to such awards, to the extent not assumed or continued:

 Immediately
 prior to the occurrence of such change in control, in each case with the exception of performance
 awards, all outstanding shares of restricted stock and all restricted stock units, deferred
 stock units, and dividend equivalent rights will be deemed to have vested, and all shares
 of Common Stock and/or cash subject to such awards will be delivered; and either or both
 of the following two actions will be taken:

 At
 least fifteen (15) days prior to the scheduled consummation of such change in control, all
 options and SARs outstanding will become immediately exercisable and will remain exercisable
 for a period of fifteen (15) days. Any exercise of an option or SAR during this fifteen (15)
 day period will be conditioned on the consummation of the applicable change in control and
 will be effective only immediately before the consummation thereof, and upon consummation
 of such change in control, the 2024 Plan and all outstanding but unexercised options and
 SARs will terminate, with or without consideration as determined by the Committee in its
 sole discretion; and/or

 The
 Committee may elect, in its sole discretion, to cancel any outstanding awards of options,
 SARs, restricted stock, restricted stock units, deferred stock units, and/or dividend equivalent
 rights and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount
 in cash or capital stock having a value (as determined by the Committee acting in good faith),
 in the case of restricted stock, restricted stock units, deferred stock units, and dividend
 equivalent rights (for shares of Common Stock subject thereto), equal to the formula or fixed
 price per share paid to holders of shares of Common Stock pursuant to such change in control
 and, in the case of options or SARs, equal to the product of the number of shares of Common
 Stock such subject to such options or SARs multiplied by the amount, if any, which (i) the
 formula or fixed price per share paid to holders of shares of Common Stock pursuant to such
 change in control exceeds (ii) the option price or SAR price applicable to such options or
 SARs.

 For
 performance awards, if less than half of the performance period has lapsed, such awards will
 be treated as though the target performance thereunder has been achieved. If at least half
 of the performance period has lapsed, such performance awards will be earned, as of immediately
 prior to but contingent on the occurrence of such change in control, based on the greater
 of (i) deemed achievement of target performance or (ii) determination of actual performance
 as of a date reasonably proximate to the date of consummation of the change in control as
 determined by the Committee, in its sole discretion.

 Other
 Equity-Based Awards will be governed by the terms of the applicable award agreement.

 Effect
of a Change in Control in which Awards are Assumed

as otherwise provided in the applicable award agreement, in another agreement with the grantee, or as otherwise set forth in writing,
upon the occurrence of a change in control in which outstanding awards are being assumed or continued, the following provisions will
apply to such awards, to the extent not assumed or continued: The 2024 Plan and the options, SARs, restricted stock, restricted stock
units, deferred stock units, dividend equivalent rights, and other equity-based equity awards granted under the 2024 Plan will continue
in the manner and under the terms so provided in the event of any change in control to the extent that provision is made in writing in
connection with such change in control for the assumption or continuation of such awards, or for the substitution for such awards of
new options, SARs, restricted stock, restricted stock units, deferred stock units, dividend equivalent rights, and other equity-based
awards relating to the capital stock of a successor entity, or a parent or subsidiary thereof, with appropriate adjustment as to the
number of shares of Common Stock and exercise price of options and SARs.

 In
general, a "change in control" means:

 a
 transaction or series of related transactions whereby a person or group (with certain exceptions) becomes the beneficial owner of
 50% or more of the total voting power of our voting stock on a fully diluted basis;

 individuals
 who, as of the Effective Date, constitute the Board (together with any new directors whose election was approved by at least a majority
 of the members of the Board then in office), cease to constitute a majority of the members of the Board then in office;

 a
 merger or consolidation involving us, other than any such transaction in which the holders of our voting stock immediately prior
 to the transaction own directly or indirectly at least a majority of the voting power of the surviving entity immediately after the
 transaction;

 a
 sale of substantially all of our assets to another person or entity; or

 the
 consummation of a plan or proposal for the dissolution or liquidation of the Company.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 Equity
Compensation Plan Information

 As
of December 31, 2023, we did not have any securities authorized for issuance under equity compensation plans. In connection with the
Business Combination, our stockholders approved the Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan.

 Beneficial
Ownership of Securities

 The
following table sets forth information regarding the beneficial ownership of Common Stock as of March 27, 2024 by:

 each
 person known by us to be the beneficial owner of more than 5% of the outstanding shares of
 Common Stock;

 each
 of our named executive officers and directors; and

 all
 of our executive officers and directors as a group.

 Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if they possess sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities
that the individual or entity has the right to acquire, such as through the exercise of warrants or the vesting of restricted stock units
("RSUs"), within 60 days of April 26, 2024. Shares subject to warrants that are currently exercisable or exercisable within
60 days of March 27, 2024 or subject to RSUs that vest within 60 days of April 26, 2024 are considered outstanding and beneficially owned
by the person holding such warrants or RSUs for the purpose of computing the percentage ownership of that person but are not treated
as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to
community property laws where applicable, based on the information provided to us, we believe that the persons and entities named in
the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

 The
beneficial ownership of the Common Stock is based on 164,614,418 shares issued and outstanding as of April 26, 2024.

 Name and Address of Beneficial Owner

 Number of
 Shares of
 Tevogen
 Common
 Stock

 %

 5% Holders

 SSVK Associates, LLC

 9,488,889
 (1)

 5.7
 %

 Manmohan Patel, MD

 10,374,489
 (2)

 6.2
 %

 Tevogen Directors and Named Executive Officers (3)

 Dr. Ryan Saadi

 118,443,976
 (4)

 71.9
 %

 Kirti Desai

 9,696,186

 5.9
 %

 Dr. Neal Flomenberg

 3,636,070
 (5)

 2.2
 %

 Surendra Ajjarapu (1)

 9,662,889
 (1)

 5.9
 %

 Jeffrey Feike

 581,771
 (5)

 *

 Dr. Keow Lin Goh

 193,923

 *

 Dr. Curtis Patton

 969,618

 *

 Susan Podlogar

 193,923
 (5)

 *

 Victor Sordillo

 42,622
 (6)

 *

 All Tevogen directors and executive officers as a group (10 individuals)

 144,216,595
 (7)

 85.3
 %

 *
Less than 1%

 (1)

 Securities held by SSVK Associates, LLC ("SSVK") include 500,000 shares underlying currently exercisable warrants. Shares held by Mr. Ajjarapu also include 174,000 shares held by a trust.
 Mr. Ajjarapu is the managing member of SSVK and may be deemed to have beneficial ownership of the ordinary shares held directly by
 SSVK and the trust. Mr. Ajjarapu disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he
 may have therein, directly or indirectly. The business address of SSVK, the trust, and Mr. Ajjarapu is c/o SSVK Associates, LLC, 767 Third Avenue,
 38th Floor, New York, NY 10017.

 (2)

 Includes
 646,412 RSUs that have vested but remain subject to settlement, 1,100,000 shares issuable upon conversion of Preferred Stock that is
 held by The Patel Family, LLP or that The Patel Family, LLP has the right to acquire within 60 days of April 26, 2024. Dr. Patel may
 be deemed to beneficially own the shares of stock issuable upon conversion of the Preferred Stock as well as 7,972,487 and 655,590
 shares of Common Stock held by HMP Partners, LLC ("HMP Partners") and The Patel Family, LLP, respectively. The address
 of HMP Partners is 5 Jennie Court, Cedar Grove, New Jersey 07009, and the address of Dr. Patel is c/o HMP Partners at its address.
 The address of The Patel Family, LLP is 66 Macculloch Ave, Morristown, New Jersey 07960. Dr. Patel is the managing member of HMP
 Partners and the spouse of the managing member of The Patel Family, LLP.

 (3)

 as otherwise provided, the address of each of these individuals is c/o Tevogen Bio Inc, 15 Independence Boulevard, Suite 410, Warren,
 New Jersey 07059.

 (4)

 Includes
 193,923 shares of Common Stock underlying RSUs held by Dr. Saadi's wife that have vested but remain subject to settlement.

 (5)

 Represents
 shares of Common Stock underlying RSUs that have vested but remain subject to settlement.

 (6)

 Includes
 42,016 shares of Common Stock underlying RSUs that have vested but remain subject to settlement and 606 shares issuable upon the
 vesting of RSUs within 60 days of April 26, 2024.

 (7)

 Includes
 4,065,935 shares of Common Stock underlying RSUs that have vested but remain subject to settlement, 606 shares issuable upon the
 vesting of RSUs within 60 days of April 26, 2024, 500,000 shares underlying currently exercisable warrants, and 500,000 shares issuable upon conversion of Preferred Stock.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Certain
Relationships and Related Person Transactions — Semper Paratus

 Founder

 Our
Original Sponsor paid $25,000 to cover certain offering costs of Semper Paratus in consideration for 8,625,000 Class B ordinary shares
(the "founder shares") which were issued on April 22, 2021. In August 2021, Semper Paratus effectuated a dividend of approximately
0.3628 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,754,150 Class B ordinary shares outstanding.
On October 1, 2021, Semper Paratus effectuated a dividend of approximately 0.0195 shares for each outstanding Class B ordinary share
resulting in an aggregate of 11,983,333 Class B Founder shares outstanding (up to 1,530,000 of which were subject to forfeiture if the
underwriters' over-allotment option was not exercised in full). The Original Sponsor had agreed to forfeit up to 1,530,000 founder
shares to the extent that the over-allotment option was not exercised in full by the underwriters. Since the underwriters' exercised
the over-allotment option in full, no founder shares were subject to forfeiture.

 The
Initial Shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of their founder shares until the
earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination,
(x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,
securities or other property.

 On
January 30, 2023, the Original Sponsor, holding all of the founder shares, elected to convert its founder shares into Class A ordinary
shares of Semper Paratus on a one-for-one basis (the "Conversion"). As a result, 11,983,333 of Semper Paratus' Class
B ordinary shares were cancelled and 11,983,333 Class A ordinary shares were issued to the Original Sponsor. The Original Sponsor agreed
that all of the terms and conditions applicable to the founder shares set forth in the Letter Agreement would continue to apply to the
Class A ordinary shares that the founder shares converted into, including the voting agreement, transfer restrictions and waiver of any
right, title, interest or claim of any kind to the Trust Account or any monies or other assets held therein.

 On
May 4, 2023, we entered into the Purchase Agreement with the Sponsor and the Original Sponsor, pursuant to which the Sponsor purchased
from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 private placement units, each consisting of one Class
A ordinary share and one-half of one redeemable warrant that was exercisable for one Class A ordinary share, free and clear of all liens
and encumbrances (other than those contained in the Letter Agreement), for an aggregate purchase price of $1.00 (the "Purchase
Price") payable at the time of the initial Business Combination. On June 7, 2023, we transferred 7,988,889 Class A ordinary shares
to the Sponsor, pursuant to the Purchase Agreement. We estimated the aggregate fair values of the 7,988,889 Class A non-redeemable ordinary
shares, the 1,000,000 private placement shares, and the 500,000 public warrants transferred to be $3,515,111, $440,000, and $20,000,
respectively or $0.44 per share and $0.04 per warrant.

 Subscription
Agreement Loans

 On
May 3, 2023, we entered into a Subscription Agreement with the Original Sponsor and Polar Multi-Strategy Master Fund (the "Investor")
pursuant to which the Investor agreed to make a cash contribution of $151,000 to the Original Sponsor (the "Initial Capital Contribution")
on or prior to May 3, 2023, which was in turn loaned to us to cover working capital expenses. In consideration for the Initial Capital
Contribution, we issued 151,000 shares of Common Stock to the Investor at the closing of the Business Combination, and we agreed to repay
the cash contribution.

 On
June 20, 2023, we entered into a second subscription agreement (the "Second Subscription Agreement") with the Sponsor and
the Investor pursuant to which the Investor agreed to lend to the Sponsor, which would in turn be lent to us, an aggregate of $1,500,000
(the "Additional Capital Commitment") to cover working capital expenses (the "Second SPAC Loan"). In consideration
for the Additional Capital Commitment, we agreed to issue one share of Common Stock for each dollar of the Additional Capital Commitment
funded by the Investor and to repay the cash contribution.

 Private
Placement Units

 Simultaneously
with the closing of the initial public offering, the Original Sponsor and Cantor purchased an aggregate of 1,450,000 private placement
units at a price of $10.00 per private placement unit in a private placement, generating gross proceeds of $14.5 million. 1,300,000 of
the private placement units were sold to the Original Sponsor and 150,000 private placement units were sold to Cantor. No underwriting
discounts or commissions were paid with respect to sale of the private placement units. The proceeds from the private placement units
were added to the proceeds from the initial public offering held in the Trust Account.

 In
connection with the closing of the Business Combination, each issued and outstanding private placement unit was cancelled and entitled
the holder thereof to one share of Common Stock and one-half of one public warrant, with a whole public warrant representing the right
to acquire one share of Common Stock at an exercise price of $11.50 per share on the terms and conditions set forth in the Semper Paratus
warrant agreement.

 Registration
Rights Agreement

 On
November 3, 2021, Semper Paratus entered into a Registration and Shareholder Rights Agreement (the "registration rights agreement"),
pursuant to which the Original Sponsor, Cantor and their permitted transferees, if any, are entitled to certain registration rights with
respect to the private placement units, the securities issuable upon conversion of working capital loans (if any) and the Class A ordinary
shares issuable upon exercise of the foregoing and upon conversion of the founder shares. At the closing of the Business Combination,
we entered into the A&R Registration Rights Agreement (as defined below), which superseded the registration rights agreement. For
additional information, see "— Certain Relationships and Related Person Transactions — Tevogen — Amended and
Restated Registration Rights Agreement."

 Assignment
and Assumption Agreement

 In
connection with the consummation of the Business Combination, Semper Paratus entered into an agreement as of February 14, 2024 with
the Sponsor, pursuant to which Semper Paratus assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and
obligations, including liabilities and obligations that would become liabilities and obligations of the Company as a result of the
Business Combination, in the aggregate initial amount of approximately $4.2 million, which amount was later reduced to approximately
$3.6 million, in consideration for the issuance of Series B Preferred
Stock of the Company.

 The
Series B Preferred Stock is non-voting, non-convertible, callable by us at any time, and pays a 3.25% quarterly dividend beginning 35
days after issuance. Any dividend will be paid by us on behalf of the Sponsor to the creditors to which the assumed liabilities and obligations
are owed, pro rata in accordance with those liabilities and obligations. The dividend rate increases by 0.25% each month that the Series
B Preferred Stock remains outstanding after the first 30 days after its issuance, but in no event will increase to more than 7.5% per
quarter.

 The
Sponsor is the beneficial owner of more than 5% of our common stock, and Suren Ajjarapu, managing member of the Sponsor, is a member
of our Board.

 Conversion
Agreements

 On
February 14, 2024, Semper Paratus entered into agreements with the Sponsor and Mr. Ajjarapu pursuant to which (i) the Sponsor agreed
to convert $1.5 million in principal amount of loans that it made to Semper Paratus (the "Sponsor Conversion") and (ii) Mr.
Ajjarapu agreed to convert $240,000 in principal amount of loans that he made to the Sponsor, which funds had then been passed along
to Semper Paratus, into shares of Semper Paratus common stock at a conversion price of $10 per share of Semper Paratus common stock,
following which the loans were terminated and deemed to be of no further force or effect.

 Certain
Relationships and Related Person Transactions — Tevogen

 Family
Relationships

 Judy
Akhtar, wife of our Chairman and Chief Executive Officer, Ryan Saadi, is party to a consulting agreement with Tevogen Bio pursuant to
which she received a compensatory grant of restricted stock units in January 2023 with an aggregate grant date fair value of $533,600
for advisory services provided to Tevogen Bio.

 Mehtaphoric
Consulting Inc. ("Mehtaphoric"), a company controlled by Puja Mehta, daughter of our Chief Financial Officer, Kirti Desai,
is party to a consulting agreement with Tevogen Bio pursuant to which Mehtaphoric received compensatory grants of restricted stock units
in 2021 and 2023 with an aggregate grant date fair value of $267,400 for information technology services provided to Tevogen Bio.

 Sordillo
Equity Grant

 In
2023, Tevogen Bio granted Victor Sordillo, who is currently a member of the Board, restricted stock units for 19,000 shares of non-voting
common stock with a grant date fair value of $253,460 in anticipation of Mr. Sordillo's joining the Tevogen Bio board of directors.

 Stockholder

 Tevogen
Bio was party to a Stockholder Agreement (the "Stockholder Agreement") with certain of its stockholders, including Dr.
Saadi, Mr. Desai, former Chief Operating Officer and director Kevin McGrath, and director Jeffrey Feike. The Stockholder Agreement
provided for a drag-along right pursuant to which the stockholders party thereto agreed to vote their shares in favor of a merger or
other transaction in which Tevogen Bio sold capital stock representing at least 80% of the outstanding voting power of Tevogen Bio
or substantially all of the assets of Tevogen Bio, provided such transaction was approved by at least 50% of the holders of
outstanding shares of Tevogen Bio Common Stock and the Tevogen Bio board of directors. Additionally, the stockholders party to the
Stockholder Agreement granted Tevogen a right of first refusal with respect to any shares of Tevogen Bio Common Stock that the
stockholders proposed to transfer to a third party.

 Amended
and Restated Registration Rights Agreement

 On
February 14, 2024, in connection with the consummation of the Business Combination, we entered into an Amended and Restated Registration
Rights Agreement (the "A&R Registration Rights Agreement") with the Sponsor, the Original Sponsor, Dr. Saadi, Mr. Desai,
Dr. Flomenberg (the "Company Holders"), the Sponsor Holders (as defined therein) (together the "Special Holders"),
and Cantor Fitzgerald & Co. ("Cantor" and, together with the Special Holders, the "RRA Holders"). Pursuant
to the A&R Registration Rights Agreement, we agreed to use commercially reasonable efforts to file a registration statement registering
the resale of certain shares of Common Stock and warrants (the "Registrable Securities"). In addition, at any time (after
the expiration of any lock-up period) and from time to time after the shelf registration statement has been declared effective, the Special
Holders holding at least a majority in interest of Registrable Securities may request to sell all or any portion of their Registrable
Securities in an underwritten offering that is registered pursuant to the shelf registration statement (each, an "Underwritten
Shelf Takedown"); provided that such Underwritten Shelf Takedown meets certain requirements and that we shall not be obligated
to effect more than one Underwritten Shelf Takedown during any twelve-month period.

 Lock-Up

 On
February 14, 2024, in connection with the consummation of the Business Combination, we entered into the Lock-Up Agreement with the Sponsor
and Dr. Saadi (together with the Sponsor, the "Locked-Up Parties") with respect to certain of our securities held by the
Locked-Up Parties immediately following the Closing Date (the "Lock-Up Securities"), pursuant to which each Locked-Up Party
agreed subject to specified exceptions not to transfer any Lock-Up Securities until the earlier of (A) six months after the Closing Date
and (B) subsequent to the Business Combination, (x) if the closing price of the Common Stock equals or exceeds $12.00 per share (as adjusted
for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the Business Combination, or (y) the date on which Tevogen completes a liquidation, merger,
share exchange, or other similar transaction that results in all of its stockholders having the right to exchange their Common Stock
for cash, securities, or other property.

 Sponsor
Advisory Services Fee

 In June 2023, pursuant to the Merger Agreement, Tevogen Bio agreed that
at the Effective Time, it would pay $2.0 million to the Sponsor for advisory services (the "Sponsor Advisory Services Fee").
Thereafter, in connection with the closing of the Business Combination and the Sponsor Conversion, the Sponsor Advisory Services Fee was
reduced to $500,000. This amount was further reduced to $250,000 by reducing a repayment obligation of the Sponsor. That repayment obligation
arose from a transaction in December 2023 when Semper Paratus transferred $250,000 to an affiliate of Mr. Ajjarapu.

 Series
A and Series A-1 Preferred Stock

 On
February 14, 2024, we entered into a securities purchase agreement with an investor pursuant to which the investor agreed to
purchase shares of our Series A Preferred Stock for an aggregate purchase price of $8.0 million. On March 27, 2024, we entered into an agreement pursuant to which that amount was reduced to $2.0 million and the
investor agreed to purchase shares of our Series A-1 Preferred Stock for an aggregate purchase price of $6.0 million.

 The
shares of Series A Preferred Stock are convertible into a total of 500,000 shares of Common Stock at the election of the holder and
the Series A-1 Preferred Stock will be convertible into a total of 600,000 shares of Common Stock at the election of the holder. The
Series A Preferred Stock is and the Series A-1 Preferred Stock will be subject to a call right providing us the right to call the
stock if the volume weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than
$5.00 per share and in each case there is an effective resale registration statement on file covering the underlying common stock.
The Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no
mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the
Series A-1 Preferred Stock in no event to more than 15% per year. We also agreed that so long as each of the Series A Preferred
Stock and the Series A-1 Preferred Stock is outstanding, we will not, without the written consent of the holders of 50.1% of the
Series A Preferred Stock and the Series A-1 Preferred Stock, amend, alter, or repeal any provision of our certificate of
incorporation or bylaws in a manner adverse to such series of Preferred Stock. The investor in the Series A Preferred Stock and the
Series A-1 Preferred Stock is an entity associated with Dr. Manmohan Patel, who is a beneficial owner of more than 5% of the Common
Stock.

 Related
Person Transaction Policy

 Effective
February 14, 2024, the Board adopted a written related-person transactions policy that conforms with the requirements for issuers having
securities listed on Nasdaq. Under the policy, the audit committee serves as the approval authority for related person transactions.
Any transaction that we intend to undertake with a related person will be submitted to either our Chief Financial Officer, who serves
as the compliance officer under the policy, the audit committee, or the full Board for review. If the compliance officer, the audit committee,
or the Board becomes aware of a transaction with a related person that has not been previously approved or previously ratified under
the policy that required such approval, the transaction will be submitted promptly to the approval authority for review.

Independence

 Our
Common Stock is listed on Nasdaq. Under the rules of Nasdaq, independent directors must comprise a majority of a listed company's
board of directors. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company's
audit, compensation and nominating and corporate governance committees be independent. Under the rules of Nasdaq, a director will only
qualify as an "independent director" if in the opinion of that company's board of directors, that person does not have
a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Audit
committee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the rules
of Nasdaq. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange
Act and the rules of Nasdaq.

 In
order to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the rules of Nasdaq, a member of an audit
committee of a listed company may not, other than in the member's capacity as a member of the committee, the board of directors,
or any other board committee: (a) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed
company or any of its subsidiaries; or (b) be an affiliated person of the listed company or any of its subsidiaries.

 To
be considered independent for purposes of Rule 10C-1 under the Exchange Act and under the rules of Nasdaq, the board of directors must
affirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically
relevant to determining whether the director has a relationship to the company which is material to that director's ability to
be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

 (i)

 the
 source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such
 director; and

 (ii)

 whether
 such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.

 Our
Board has undertaken a review of the independence of each director and considered whether each director has a material relationship
with us that could compromise the director's ability to exercise independent judgment in carrying out the director's
responsibilities. Each of our directors, other than Dr. Saadi and Mr. Ajjarapu, has been determined to qualify as
"independent" under the listing requirements and the rules of Nasdaq and the applicable rules under the Exchange
Act.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 The
following is a summary of fees paid to Marcum LLP, or Marcum, for services rendered.

 Audit
Fees. Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services
that are normally provided by Marcum in connection with regulatory filings. The aggregate fees of Marcum for professional services rendered
for the audit of our annual financial statements, review of the financial information included in our Forms 10-K for the respective periods, our Registration Statement on Form S-4,
and other required filings with the SEC for the years ended December 31, 2023, and December 31, 2022, totaled approximately $268,700
and $68,645.

 Audit-Related
Fees. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of
the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest services
that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the
years ended December 31, 2023, and December 31, 2022, we did not pay Marcum any audit-related fees.

 Tax
Fees. We have not paid Marcum for tax services, planning or advice for the years ended December 31, 2023, and December 31, 2022.

 All
Other Fees. We did not pay Marcum for any other services for the years ended December 31, 2023, and December 31, 2022.

 Pre-Approval
Policy

 Our
audit committee pre-approved all auditing services and permitted non-audit services to be performed for us by our auditors, including
the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved
by the audit committee prior to the completion of the audit). Our audit committee has not adopted any blanket pre-approval policies and
procedures. Instead, the Audit Committee will pre-approve the provision of all audit or non-audit services.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
 List
 of documents filed as part of this Annual Report:

 (i)

 The
 required financial statements are included in Item 8 of Part II of this Annual Report.

 (ii)

 Schedules
 are omitted because they are not required.

 (iii)

 See
 the Index to Exhibits included in this Annual Report and incorporated herein by reference.

 (b)

 See
 the Index to Exhibits included in this Annual Report and incorporated herein by reference.

 (c)

 None.

 ITEM
16. FORM 10-K SUMMARY

 None.

TO EXHIBITS

 Exhibit

 Description

 2.1

 Agreement and Plan of Merger, dated June 28, 2023, by and among the Company, Semper Merger Sub, Inc., SSVK Associates, LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2023 (File No. 001-41002))

 3.1

 Certificate
 of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002))

 3.2

 Amended
 and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the SEC on
 February 14, 2024 (File No. 001-41002))

 3.3

 Certificate
 of Designation of Series A Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form
 8-K filed with the SEC on March 21, 2024 (File No. 001-41002))

 3.4

 Certificate
 of Designation of Series B Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Current Report on Form
 8-K filed with the SEC on March 21, 2024 (File No. 001-41002))

 3.5

 Certificate of Designation of Series A-1 Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No. 001-41002))

 4.1

 Warrant
 Agreement, dated November 3, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No.
 001-41002))

 4.2

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 (Registration Statement No. 333-260113) filed with the SEC on October 7, 2021)

 4.3*

 Description of Securities

 10.1

 Service Agreement, dated as of April 15, 2022, between Tevogen Bio Inc and CIC Innovation Communities, LLC (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023)

 10.2

 Lease Agreement, dated as of June 9, 2022, between Tevogen Bio Inc and Wanamaker Office Lease, LP (incorporated by reference to Exhibit 10.16 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023)

 10.3

 Lease Agreement, dated as of February 14, 2022, between Tevogen Bio Inc and Mitsui Sumitomo Insurance Company of America (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to the Registration Statement on Form S-4 (Registration No. 333-274519) filed with the SEC on November 22, 2023)

 10.4

 Letter Agreement, dated November 3, 2021, by and among the Company, its officers, its directors and Semper Paratus Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 8, 2021 (File No. 001-41002))

 10.5*

 Amendment
 to Letter Agreement, dated February 13, 2024, by and among the Company, its officers, its directors, SVKK Associates, LLC, and Semper Paratus Sponsor LLC

 10.6*

 Amended and Restated Registration Rights Agreement, dated February 14, 2024, by and among the Company, SSVK Associates, LLC, Semper Paratus Sponsor LLC, Cantor Fitzgerald & Co., and the other signatories thereto

 10.7*

 Lock-Up Agreement, dated February 14, 2024, between the Company, SSVK Associates, LLC, Ryan Saadi, and the other signatories thereto

 10.8*+

 Non-Competition
 and Non-Solicitation Agreement, effective as of February 14, 2024, by and between the Company and Ryan
 Saadi

 10.9+

 Tevogen
 Bio Holdings Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed
 with the SEC on February 14, 2024 (File No. 001-41002))

 10.10+

 Form
 of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC
 on February 14, 2024 (File No. 001-41002))

 10.11+

 Form
 of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on
 February 14, 2024 (File No. 001-41002))

 10.12

 Assignment
 and Assumption Agreement, dated as of February 14, 2024, by and between the Company and SSVK Associates, LLC (incorporated by
 reference to Exhibit 10.11 to the Current Report on Form 8-K/A filed with the SEC on February 20, 2024 (File No. 001-41002))

 10.13*

 Amendment to Assignment and Assumption Agreement, dated as of March 15, 2024, by and between the Company and SSVK Associates, LLC

 10.14*+

 Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi

 10.15*

 Securities Purchase Agreement, dated February 14, 2024, by and among the Company and The Patel Family, LLP

 10.16

 Amended and Restated Securities Purchase Agreement, dated as of March 27, 2024, by and among Tevogen Bio Holdings Inc. and The Patel Family, LLP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 2, 2024 (File No. 001-41002))

 31.1*

 Certification of Chief Executive officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1**

 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2**

 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1*

 Incentive Compensation Recovery Policy

 EX-101.INS*

 EX-101.SCH*

 EX-101.CAL*

 EX-101.DEF*

 EX-101.LAB*

 EX-101.PRE*

 104.1*

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith

 Schedules
 and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a
 copy of any omitted schedule or exhibit to the SEC upon request.

 +

 Indicates
 management contract or compensatory plan.

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 – F-21

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Tevogen Bio Holdings Inc. (f/k/a Semper Paratus Acquisition
Corporation)

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
Semper Paratus Acquisition Corporation (the "Company") as of December 31, 2023 and 2022, the related statements of operations,
stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each
of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States
of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the
Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. The Company entered
into a definitive merger agreement with a business combination target on June 28, 2023; which was completed on February 14, 2024. As described
in Note 1, the Company needs to raise additional funds to sustain its operations. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ Marcum LLP

 Marcum llp

 We
have served as the Company's auditor since 2021.

 Los
Angeles, CA

2024

 PCAOB
ID # 688

 F- 1

BALANCE
SHEETS

 2023

 2022

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash

 $
 8,835

 $
 129,186

 Due from related party

 344,500

 —

 Prepaid expenses and other assets

 2,501

 145,170

 Total current assets

 355,836

 274,356

 Cash and marketable securities held in Trust Account

 16,681,497

 356,864,000

 TOTAL ASSETS

 $
 17,037,333

 $
 357,138,356

 LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 1,142,405

 $
 210,454

 Convertible note payable, net of discount

 1,631,725

 —

 Due to affiliate

 230,000

 140,000

 Total current liabilities

 3,004,130

 350,454

 Derivative warrant liabilities

 29,000

 7,250

 Deferred underwriting fee payable

 14,700,000

 14,700,000

 Total liabilities

 17,733,130

 15,057,704

 COMMITMENTS AND CONTINGENCIES (Note 6)

 -

 REDEEMABLE ORDINARY SHARES

 Class A ordinary shares subject to possible redemption, $ 0.0001
 par value, 1,502,180
 and 34,500,000 shares at redemption value of $ 11.10
 and $ 10.34
 per share as of December 31, 2023 and 2022, respectively

 16,681,497

 356,864,000

 SHAREHOLDERS' DEFICIT

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

 —

 —

 Class A ordinary shares; $ 0.0001 par value; 200,000,000 shares authorized; 13,433,333 and 1,450,000 shares issued and outstanding (excluding 1,502,180 and 34,500,000 shares subject to possible redemption) as of December 31, 2023 and December 31, 2022, respectively

 1,343

 Class B ordinary shares; $ 0.0001
 par value; 20,000,000
 shares authorized; 0
 and 11,983,333 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 —

 1,198

 Accumulated deficit

 ( 17,378,637
)

 ( 14,784,691
)

 Total shareholders' deficit

 ( 17,377,294
)

 ( 14,783,348
)

 TOTAL LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS' DEFICIT

 $
 17,037,333

 $
 357,138,356

 The
accompanying notes are an integral part of these financial statements.

 F- 2

STATEMENTS
OF OPERATIONS

 2023

 2022

 For the

 For the

 Year Ended

 Year Ended

 2023

 2022

 General and administrative

 $
 2,273,970

 $
 953,083

 Total operating expenses

 ( 2,273,970
)

 ( 953,083
)

 Other income (expense):

 Unrealized gain on investments held in Trust Account

 2,734,426

 4,948,194

 Change in fair value of warrants

 ( 21,750
)

 413,250

 Impairment of amount due from related party

 ( 250,000
)

 —

 Interest expense

 ( 256,031

)

 —

 Total other income, net

 2,206,645

 5,361,444

 Net (loss) income

 $
 ( 67,325
)

 $
 4,408,361

 Weighted average shares outstanding of Class A Ordinary shares

 5,333,742

 34,500,000

 Basic and diluted net income (loss) per share, Class A (redeemable)

 $
 0.00

 $
 0.09

 Weighted average shares outstanding of Class A Ordinary shares

 12,317,077

 Basic and diluted net income (loss) per share, Class A (non-redeemable)

 $
 0.00

 $
 0.09

 Weighted average shares outstanding of Class B Ordinary shares

 1,116,256

 Basic and diluted income (loss) per share, Class B

 $
 0.00

 $
 0.09

 The
accompanying notes are an integral part of these financial statements.

 F- 3

STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE YEAR ENDED DECEMBER 31, 2023

 Additional
 Paid-in Capital

 Accumulated Deficit

 Total
 Shareholder's Deficit

 Ordinary shares

 Class A
 (Non-redeemable)

 Class B

 Additional
 Paid-in Capital

 Accumulated Deficit

 Total
 Shareholder's Deficit

 Balance, December 31, 2022

 $

 $
 1,198

 $
 —

 $
 ( 14,784,691
)

 $
 ( 14,783,348
)

 Conversion of Class B shares

 1,198

 ( 11,983,333
)

 ( 1,198
)

 —

 —

 —

 Proceeds allocated to Class A shares issuable from the note payable

 —

 —

 —

 —

 275,306

 —

 275,306

 Accretion of carrying value to redemption value

 —

 —

 —

 —

 ( 275,306
)

 ( 2,526,621
)

 ( 2,801,927
)

 Net loss

 —

 —

 —

 —

 —

 ( 67,325
)

 ( 67,325
)

 Balance, December 31, 2023

 13,433,333

 $
 1,343

 —

 $
 —

 $
 —

 $
 ( 17,378,637
)

 $
 ( 17,377,294
)

 FOR
THE YEAR ENDED DECEMBER 31, 2022

 Ordinary shares

 Class A

 Class B

 Additional

Paid-in Capital

 Accumulated Deficit

 Total

Shareholder's Deficit

 Balance, December 31, 2021

 $

 $
 1,198

 —

 $
 ( 14,229,052
)

 $
 ( 14,227,709
)

 Balance

 1,198

 —

 ( 14,229,052
)

 ( 14,227,709
)

 Accretion of carrying value to redemption value

 —

 —

 —

 —

 —

 ( 4,964,000
)

 ( 4,964,000
)

 Net income

 —

 —

 —

 —

 —

 4,408,361

 4,408,361

 Balance, December 31, 2022

 $

 $
 1,198

 $
 —

 $
 ( 14,784,691
)

 $
 ( 14,783,348
)

 Balance

 $

 $
 1,198

 $
 —

 $
 ( 14,784,691
)

 $
 ( 14,783,348
)

 The
accompanying notes are an integral part of these financial statements.

 F- 4

STATEMENTS
OF CASH FLOWS

 For the Year Ended

 For the Year Ended

 2023

 2022

 Cash Flows from Operating Activities:

 Net (loss) income

 $
 ( 67,325
)

 $
 4,408,361

 Adjustments to reconcile net (loss) income to net cash used in operating activities:

 Unrealized gain on investments held in Trust Account

 ( 2,734,426
)

 ( 4,948,194
)

 Non-cash interest expense

 256,031

 —

 Impairment of amount due from related party

 250,000

 Change in fair value of warrants

 21,750

 ( 413,250
)

 Changes in operating assets and liabilities:

 Prepaid expenses and other assets

 142,669

 446,609

 Due from related party

 ( 267,000
)

 —

 Due to affiliate

 90,000

 120,000

 Accounts payable and accrued expenses

 931,950

 171,079

 Net cash used in operating activities

 ( 1,376,351
)

 ( 215,395
)

 Cash Flows from Investing Activities:

 Extension amount deposited into Trust Account

 ( 67,500
)

 —

 Cash withdrawn from Trust Account in connection with redemption

 342,984,430

 —

 Net cash provided by investing activities

 342,916,930

 —

 Cash Flows from Financing Activities:

 Proceeds from note payable

 1,323,500

 —

 Redemption of ordinary shares

 ( 342,984,430
)

 —

 Net cash used in financing activities

 ( 341,660,930
)

 —

 Net Change in Cash

 ( 120,351
)

 ( 215,395
)

 Cash – Beginning

 129,186

 344,581

 Cash – Ending

 $
 8,835

 $
 129,186

 Supplemental disclosure of noncash activities:

 Change in value of Class A ordinary shares subject to redemption amount

 $
 2,801,927

 $
 4,964,000

 Sale of Class B shares to Investor

 $
 3,955,111

 $
 —

 Sale of warrants

 $
 20,000

 $
 —

 The
accompanying notes are an integral part of these financial statements.

 F- 5

 NOTES

 Note
1 — Description of Organization, Business Operations and Liquidity

 Semper
Paratus Acquisition Corporation (the "Company") was incorporated as a Cayman Islands exempted company on April 21, 2021.
The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (the "Business Combination").

 The
Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company
is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and
emerging growth companies.

 As
of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023, relates to the Company's
formation and Initial Public Offering ("IPO"), which is described below, and the search for a prospective initial Business
Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at
the earliest. The Company will generate non-operating income in the form of interest income earned on investments from the proceeds derived
from the IPO. The registration statement for the Company's IPO was declared effective on November 3, 2021. On November 8, 2021,
the Company consummated the IPO of 30,000,000 units ("Units") with respect to the ordinary shares included in the Units being
offered (the "Public Shares") at $ 10.00 per Unit generating gross proceeds of $ 300,000,000, which is discussed in Note 3.
The company has selected December 31 as its fiscal year end.

 Simultaneously
with the closing of the IPO, the Company consummated the sale of 1,360,000 private placement units ("Private Placement Units")
at a price of $ 10.00 per Private Placement Unit in a private placement to the Company's sponsor, Semper Paratus Sponsor LLC (the
"Original Sponsor") and underwriter Cantor Fitzgerald & Co. ("Cantor") generating gross proceeds of $ 13,600,000
which is described in Note 4.

 Simultaneously
with the closing of the IPO, the Company consummated the closing of the sale of 4,500,000 additional Units upon receiving notice of the
underwriter's election to fully exercise its overallotment option ("Overallotment Units"), generating additional gross
proceeds of $ 45,000,000 and incurring additional offering costs of $ 2,700,000 in underwriting fees all of which are deferred until completion
of the Company's Business Combination. Simultaneously with the exercise of the overallotment, the Company consummated the Private
Placement of an additional 90,000 Private Placement Units to the Original Sponsor, generating gross proceeds of $ 900,000.

 Offering
costs for the IPO amounted to $ 21,266,594,
consisting of $ 6,000,000
 of paid underwriting fees, $ 14,700,000
 of deferred underwriting fees payable (which
are held in the Trust Account (defined below)) and $ 566,594
 of other costs. On June 28, 2023, the Company
and Cantor entered into a fee reduction agreement (the "Fee Reduction Agreement"), pursuant to which Cantor agreed to forfeit
$ 9,700,000 of the deferred underwriting fees payable, resulting in a remainder of $ 5,000,000 of deferred underwriting fees payable (the
"Reduced Deferred Fee") by the Company to Cantor upon the closing of the Transaction (as defined below) with Tevogen Bio
Inc ("Tevogen Bio"), such fee payable to Cantor in the form of 500,000 shares of the common equity securities of the entity
surviving the Transaction. The Fee Reduction Agreement only applies to the consummation of the Transaction with Tevogen Bio and no other
potential Business Combinations that may be contemplated or consummated by the Company. In the event that the Company were not to complete
the Transaction with Tevogen Bio, the Original Deferred fee would become due and payable by the Company to Cantor as originally set forth
in the Underwriting Agreement, upon the consummation of a Business Combination.

 Following
the closing of the IPO, $ 351,900,000 ($ 10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement
Units was placed in a trust account ("Trust Account") and will be invested in U.S. government securities, within the meaning
set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity
of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting
the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until
the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account, as described below.

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale
of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. As of December 31, 2023, there is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations having an aggregate fair market value of at least 80 % of the assets held in the
Trust Account excluding the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at the time of
the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction
company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

 F- 6

 NOTES

 The
Company will provide the holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Shareholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.20 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights with respect to
the Company's warrants.

 All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's
liquidation, if there is a shareholder vote or tender offer in connection with the Company's Business Combination and in connection
with certain amendments to the Company's amended and restated memorandum and articles of association (the "Memorandum and
Articles of Association"). In accordance with Accounting Standards Codification ("ASC") 480-10-S99, redemption provisions
not solely within the control of a company require Class A ordinary shares subject to redemption to be classified outside of permanent
equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial carrying value
of ordinary shares classified as temporary equity was the allocated proceeds determined in accordance with ASC 470-20. The ordinary shares
are subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either
(i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that
the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption
value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting
period. The Company has elected to recognize the changes immediately. While redemptions cannot cause the Company's net tangible
assets to fall below $ 5,000,001, the Public Shares are redeemable and are classified as such on the balance sheet until such date that
a redemption event takes place.

 Redemptions
of the Company's Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to
an agreement relating to the Company's Business Combination. If the Company seeks shareholder approval of the Business Combination,
the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination,
or such other vote as required by law or stock exchange rule. If a shareholder vote is not required by applicable law or stock exchange
listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant
to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender
offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required
by applicable law or stock exchange listing requirements, or the Company decides to obtain shareholder approval for business or other
reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed
to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business
Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.

 On
January 30, 2023, shareholders (the "Initial Shareholders") holding all of the issued and outstanding Class B ordinary shares
(the "Founder Shares") of the Company elected to convert their Class B ordinary shares into Class A ordinary shares of the
Company on a one -for-one basis (the "Conversion"). As a result, 11,983,333 of the Company's Class B ordinary shares
were cancelled and 11,983,333 Class A ordinary shares were issued to such converting Class B shareholders. The Initial Shareholders agreed
that all of the terms and conditions applicable to the Founder Shares set forth in the Letter Agreement, dated November 3, 2021, by and
among the Company, its officers, its directors and the Initial Shareholders (the "Letter Agreement"), shall continue to apply
to the Class A ordinary shares that the Founder Shares converted into, including the voting agreement, transfer restrictions and waiver
of any right, title, interest or claim of any kind to the Trust Account (as defined in the Letter Agreement) or any monies or other assets
held therein. Following the Conversion, on January 30, 2023, the Company had 47,933,333 Class A ordinary shares issued and outstanding
and no Class B ordinary shares issued and outstanding.

 F- 7

 NOTES

 On
February 3, 2023, the Company's shareholders approved an amendment (the "First Extension Charter Amendment") to the
Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial
Business Combination from February 8, 2023 to December 15, 2023. Under Cayman Islands law, the First Extension Charter Amendment took
effect upon approval by the shareholders. In connection with the meeting, shareholders holding approximately 32,116,947 Public Shares
exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $ 333
million (approximately $ 10.38 per Public Share) was removed from the Trust Account to pay such holders.

 On
December 14, 2023, the Company's shareholders approved an amendment (the "Second Extension Charter Amendment") to the
Amended and Restated Memorandum and Articles of Association to extend the date by which the Company is required to consummate an Initial
Business Combination to September 15, 2024. Under Cayman Islands law, the Second Extension Charter Amendment took effect upon approval
by the shareholders. In connection with the meeting, shareholders holding approximately 880,873 Public Shares exercised their right to
redeem their shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $ 9.71 million (approximately
$ 11.03 per Public Share) was removed from the Trust Account to pay such holders. Approximately $ 16.7 million remained in the Trust Account
as of December 31, 2023 and the Company had 1,502,180 public shares outstanding as of December 31, 2023.

 On
May 4, 2023, the Company entered into a purchase agreement (the "Purchase Agreement") with SSVK Associates, LLC (the "Sponsor")
and the Original Sponsor, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares
and (y) 1,000,000 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that
is exercisable for one Class A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Letter
Agreement, dated November 3, 2021, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement,
dated November 3, 2021, by and between the Company and Cantor, as representative of the several underwriters (the "Underwriting
Agreement")), for an aggregate purchase price of $ 1.00 (the "Purchase Price") payable at the time of the initial Business
Combination (see Note 5).

 Notwithstanding
the foregoing, the Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more
than an aggregate of 15 % or more of the ordinary shares sold in the IPO, without the prior consent of the Company.

 The
Initial Shareholders have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance
or timing of the Company's obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination,
unless the Company provides the Public Shareholders with the opportunity to redeem their ordinary shares in conjunction with any such
amendment.

 If
the Company is unable to complete a Business Combination by September 15, 2024 ("Combination Period"), the Company will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account including interest earned on the funds held in the Trust Account and not previously released to us to pay the Company's
franchise and income taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders (including the right to receive
further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company's remaining shareholders and the Company's board of directors, dissolve and liquidate,
subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. On December 18, 2023, the Company deposited $ 67,500 into the Trust Account in order to extend the date by which
the Company has to complete the initial business combination by three months from December 14, 2023, to March 15, 2024.

 F- 8

 NOTES

 The
Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete
a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the
IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails
to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to its deferred
underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within
the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be
available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of
the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.20 per share held in the Trust
Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the
extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the
Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not
apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any
monies held in the Trust Account or to any claims under the Company's indemnity of the underwriters of the IPO against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the
event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent
of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify
the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except the Company's independent
registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements
waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 Business Combination

 On June 28, 2023, the Company entered into an Agreement
and Plan of Merger by and among the Company, Semper Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company
("Merger Sub"), the Sponsor, in its capacity as purchaser representative, Tevogen Bio, and Ryan Saadi, in his capacity as
seller representative (as may be amended and/or restated from time to time, the "Merger Agreement"), pursuant to which, among
other things, the parties will affect the merger of Merger Sub with and into Tevogen Bio, with Tevogen Bio continuing as the surviving
entity (the "Merger"), as a result of which all of the issued and outstanding capital stock of Tevogen Bio shall be exchanged
for shares of Class A common stock, par value $ 0.0001 per share (the "Class A Common Stock"), of the Company (the "Share
Exchange") subject to the conditions set forth in the Merger Agreement, with Tevogen Bio surviving the Share Exchange as a wholly
owned subsidiary of the Company (the Share Exchange and the other transactions contemplated by the Merger Agreement, together, the "Transaction").

 On September 14, 2023, the Company filed a registration
statement on Form S-4 with the SEC relating to the Transaction with Tevogen, and on February 14, 2024, the Company consummated the Transaction. See Note 10 for more information.

 Risks
and Uncertainties

 In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further,
the impact of this action and related sanctions on the world economy are not determinable as of the date of these financial statements
and the specific impact on the Company's financial condition, results of operations, and cash flows is also not determinable as
of the date of these financial statements.

 Liquidity
and Going Concern

 As
of December 31, 2023, the Company had $ 8,835 in its operating bank accounts, $ 16,681,497 in cash held in the
Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and working
capital deficit of $ 2,648,294. As of December 31, 2023, approximately $ 2,734,000 of the amount on deposit in the Trust Account represented
interest income.

 Company management believes that cash on hand following
consummation of the Transaction as well as $ 2,000,000
 to the Company from a Series A Preferred Stock financing in February 2024 and $ 1,200,000 in connection with the Series A-1
Preferred Stock financing thereafter (see Note 10) is not sufficient to sustain planned operations for 12 months from the issuance
date of these financial statements. As a result, the Company has concluded that substantial doubt exists about its ability to continue
as a going concern for one year from the date that these financial statements are issued. The accompanying financial statements have
been prepared on a going-concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course
of business. The financial statements do not include any adjustments related to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

 Management is currently evaluating different strategies to obtain the additional
funding for future operations for subsequent years. These strategies may include but are not limited to private placements of equity and/or
debt, licensing and/or marketing arrangements, and public offerings of equity and/or debt securities. The Company may not be able to obtain
financing on acceptable terms, or at all, and the Company may not be able to enter into strategic alliances or other arrangements on favorable
terms, or at all.

 F- 9

 NOTES

 Note
2 — Summary of Significant Accounting Policies

 Basis
of Presentation

 The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC").

 Emerging
Growth Company

 The
Company is an emerging growth company as defined in Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS
Act"), which exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.
The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.

 This
may make comparison of the Company's financial statements with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements. Making estimates requires management to exercise significant judgment. Such estimates may be subject to change as more current
information becomes available and accordingly the actual results could differ significantly from those estimates. It is at least reasonably
possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial
statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming
events. Actual results could differ from those estimates.

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

 Investments
Held in Trust Account

 At
December 31, 2023, substantially all of the assets held in the Trust Account were held in a demand deposit cash account.

 At December
31, 2022, substantially all of the assets held in the Trust Account were held in U.S. Treasury securities. The Company's investments
held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at
the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account are included
in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values
of investments held in Trust Account are determined using available market information.

 F- 10

 NOTES

 Offering
Costs associated with the Initial Public Offering

 Offering
costs, including additional underwriting fees associated with the underwriters' exercise of the over-allotment option, consist
principally of legal, accounting, underwriting fees and other costs directly related to the IPO. Offering costs, including those attributable
to the underwriters' exercise of the over-allotment option in full, amounted to $ 21,266,594 consisting of $ 6,000,000 of paid underwriting
fees, $ 14,700,000 of deferred underwriting fees payable (which are held in the Trust Account (defined below)) and $ 566,594 of other costs
and was charged to shareholders' equity upon the completion of the IPO. On June 28, 2023, the Company and Cantor entered into the Fee Reduction
Agreement, pursuant to which Cantor agreed to the Reduced Deferred Fee in the form of 500,000 shares of the common equity securities of
the entity surviving the Transaction. See Note 1 for more information on the Fee Reduction Agreement.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000. At December 31, 2023, the Company has
not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under the ("FASB") ASC 820,
"Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the accompanying balance sheet,
primarily due to their short-term nature.

 Related
Party Transactions

 The
Company accounts for amounts due from related parties at historical cost and evaluates the collectability of these receivables for determination
on if impairment should be recognized. In the same manner, the Company evaluated the $ 250,000 loan to Srirama Associates, LLC and determined
that the amount was uncollectable and therefore recognized an impairment loss, see Note 5.

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, "Income Taxes." Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.

 FASB
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022.
The Company's management determined that the Cayman Islands is the Company's only major tax jurisdiction. The Company recognizes
accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of
interest and penalties for the year ended December 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed
on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the
Company. Consequently, income taxes are not reflected in the Company's financial statements.

 Class
A Ordinary Shares Subject to Possible Redemption

 The
Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing
Liabilities from Equity." Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument
and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that features redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company's control) is classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders'
equity. The Company's Public Shares feature certain redemption rights that are considered to be outside of the Company's
control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, 1,502,180 and 34,500,000, respectively,
Class A ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders' deficit
section of the Company's balance sheet.

 F- 11

 NOTES

 The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A ordinary
share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable
ordinary share are affected by charges against additional paid in capital and accumulated deficit.

 At
December 31, 2023 and 2022, the Class A ordinary share subject to possible redemption reflected in the balance sheet is reconciled in
the following table:

of Reconciliation of Ordinary Share Subject to Possible Redemption Reflected in the Balance Sheet

 Class A ordinary share subject to possible redemption, January 1, 2022

 $
 351,900,000

 Plus:

 Accretion of carrying value to redemption value

 4,964,000

 Class A ordinary share subject to possible redemption, December 31, 2022

 356,864,000

 Plus:

 Accretion of carrying value to redemption value

 2,801,927

 Less:

 Redemption of ordinary shares

 ( 342,984,430
)

 Class A ordinary share subject to possible redemption, December 31, 2023

 $
 16,681,497

 Net
Income (Loss) per Ordinary Share

 The
Company has two classes of shares, which are referred to as Class A ordinary shares and Class B Ordinary shares (the "Founder Shares").
Earnings and losses are shared pro rata between the two classes of shares. Public Warrants (see Note 3) and Private Placement Warrants
(see Note 4) to purchase 17,975,000 ordinary shares at $ 11.50 per share were issued on November 8, 2021. At December 31, 2023 and 2022,
no Public Warrants or Private Placement Warrants have been exercised. The 17,975,000 Class A ordinary shares underlying the Public Warrants
and Private Placement Warrants were excluded from diluted earnings per share for the year ended December 31, 2023 because they are contingently
exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per ordinary share is the same as basic
net income (loss) per ordinary share for the period. The table below presents a reconciliation of the numerator and denominator used
to compute basic and diluted net income (loss) per share for each class of share.

of Calculation of Basic and Diluted Net Income (Loss) Per Ordinary Share

 For the year ended

 December 31, 2023

 December 31, 2022

 Class A (Redeemable) Ordinary Shares

 Class A (Non – Redeemable) Ordinary Shares

 Class B Ordinary Shares

 Class A (Redeemable)

 Ordinary Shares

 Class A (Non – Redeemable) Ordinary Shares

 Class B Ordinary Shares

 Basic and diluted net (loss) income per share:

 Numerator:

 Allocation of net (loss) income

 $
 ( 19,134
)

 $
 ( 44,186
)

 $
 ( 4,005
)

 $
 3,172,916

 $
 133,355

 $

 1,102,090

 Denominator:

 Weighted average shares outstanding

 5,333,742

 12,317,077

 1,116,256

 34,500,000

 Basic and diluted net (loss) income per share

 $
 0.00

 $
 0.00

 $
 0.00

 $
 0.09

 $
 0.09

 $

 0.09

 F- 12

 NOTES

 Accounting
for Warrants

 The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments'
specific terms and applicable authoritative guidance in ASC 480 and ASC 815, Derivatives and Hedging ("ASC 815"). The assessment
considers whether the instruments are free standing financial instruments pursuant to ASC 480, meet the definition of a liability pursuant
to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments
are indexed to the Company's own ordinary shares and whether the instrument holders could potentially require "net cash settlement"
in a circumstance outside of the Company's control, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, was conducted at the time of warrant issuance and as of each subsequent period end date while the instruments
are outstanding. Management has concluded that the Public Warrants qualify for equity accounting treatment and Private Placement Warrants
qualify for liability accounting treatment.

 Recent
Accounting Pronouncements

 The
Company's management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently
adopted, would have a material effect on the Company's financial statement.

 Note
3 — Initial Public Offering and Over-Allotment

 Pursuant
to the IPO, the Company sold 34,500,000 units at a price of $ 10.00 per Unit. Each Unit consists of one ordinary share (such ordinary
shares included in the Units being offered, the "Public Shares"), and one -half of one redeemable warrant (each, a "Public
Warrant"). Each whole Public Warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 per share, subject
to adjustment (see Note 7).

 Note
4 — Private Placement Warrants

 On
November 8, 2021, simultaneously with the consummation of the IPO and the underwriters' exercise of their over-allotment option,
the Company consummated the issuance and sale ("Private Placement") of 1,450,000 units (the "Private Placement Units")
in a private placement transaction at a price of $ 10.00 per Placement Unit, generating gross proceeds of $ 14,500,000. The Private Placement
Units were purchased by Cantor ( 150,000 Units) and the Sponsor ( 1,300,000 Units). Each Private Placement Unit consisted of one Placement
Share and one-half of a redeemable warrant ("Placement Warrant"). Each whole Placement Warrant will be exercisable to purchase
one Class A ordinary share at a price of $ 11.50 per share. A portion of the proceeds from the Private Placement Units was added to the
proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination
Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to
the requirements of applicable law), and the Private Placement Units and all underlying securities will be worthless.

 On
June 7, 2023, the Original Sponsor transferred 1,000,000 Private Placement Units to the Sponsor in connection with the Purchase Agreement
(see Note 6).

 F- 13

 NOTES

 Note
5 — Related Party Transactions

 Founder

 Our
Sponsor paid $ 25,000 to cover certain offering costs of the Company in consideration for 8,625,000 Founder Shares which were issued on
April 22, 2021. In August 2021, the Company effectuated a dividend of approximately 0.3628 shares for each outstanding Class B ordinary
share resulting in an aggregate of 11,754,150 Class B ordinary shares outstanding. On October 1, 2021, the Company effectuated a dividend
of approximately 0.0195 shares for each outstanding Class B ordinary share resulting in an aggregate of 11,983,333 Class B Founder shares
outstanding (up to 1,530,000 of which are subject to forfeiture if the underwriters' over-allotment option is not exercised in
full). The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company's initial Business
Combination and are subject to certain transfer restrictions. The initial shareholders had agreed to forfeit up to 1,530,000 Founder
Shares to the extent that the over-allotment option is not exercised in full by the underwriters. Since the underwriters' exercised
the over-allotment option in full, no Founder Shares are subject to forfeiture.

 The
initial shareholders will agree, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the
earliest of (A) one year after the completion of our initial business combination and (B) subsequent to our initial business combination,
(x) if the closing price of our Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing
at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,
securities or other property.

 On January 30, 2023, the initial shareholders holding
all of the Founder Shares elected to convert their Founder Shares into Class A ordinary shares of the Company on a one -for-one basis (the
"Conversion"). As a result, 11,983,333 of the Company's Class B ordinary shares were cancelled and 11,983,333 Class
A ordinary shares were issued to such converting Initial Shareholders. The Initial Shareholders agreed that all of the terms and conditions
applicable to the Founder Shares set forth in the Letter Agreement shall continue to apply to the Class A ordinary shares that the Founder
Shares converted into, including the voting agreement, transfer restrictions and waiver of any right, title, interest or claim of any
kind to the Trust Account or any monies or other assets held therein.

 On May 4, 2023, the Company entered into the Purchase
Agreement, pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000
Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for
one Class A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Underwriting Agreement), for
an aggregate purchase price of $ 1.00 payable at the time of the initial Business Combination. On June 7, 2023, the Original Sponsor transferred
 7,988,889 Class A ordinary shares to the Sponsor, pursuant to the Purchase Agreement (see Note 6). The Company estimated the aggregate
fair values of the 7,988,889 Class A non-redeemable ordinary shares, the 1,000,000 Private Placement shares, and the 500,000 public warrants
transferred to be $ 3,515,111, $ 440,000, and $ 20,000, respectively or $ 0.44 per share and $ 0.04 per warrant.

 The fair value of the Class A non-redeemable shares
was based on the following inputs:

of Fair Value Non Redeemable Shares

 May 4, 2023

 Discount for lack of marketability

 6.80
 %

 Stock price as of measurement date

 $
 10.77

 Probability of transaction

 4.40
 %

 Related
Party Loans

 On
April 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the IPO pursuant to
a promissory note (the "Note"). This loan was non-interest bearing and payable on the earlier of December 31, 2021 or the
completion of the IPO. The note payable of $ 121,158 was repaid on November 8, 2021. As of December 31, 2022, the Company had no borrowings
under the Note.

 On
October 2, 2023, the Company advanced the Sponsor $ 17,000
for working capital purposes. The advances are non-interest bearing and are due on demand. This related party transaction is included on the accompanying balance sheet as a due from related party.

 As of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 is due from the Sponsor. This related
party transaction is included on the accompanying balance sheet as a due from related party. As of December 31, 2023, the Company determined that $ 250,000 of the $ 577,500 was deemed to be uncollectible, therefore
the Company recorded impairment totaling $ 250,000 on the amount due from related party in the other income section of the statement of
operations.

 Subscription
Agreement Loans

 On
May 3, 2023, the Company and the Original Sponsor entered into a Subscription Agreement with Polar Multi-Strategy Master Fund (the "Investor")
where the Investor agreed to make a cash contribution of $ 151,000 to the Original Sponsor (the "Initial Capital Contribution")
on or prior to May 3, 2023. The Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover
working capital expenses (the "First SPAC Loan"). In consideration for the Initial Capital Contribution, the Company will
issue 151,000 Class A ordinary shares, par value $ 0.0001 per share, of the Company to the Investor at the closing of the initial business
combination (the "De-SPAC Closing"). The First SPAC Loan shall not accrue interest and shall be repaid by the Company upon
the De-SPAC Closing. The Investor may elect at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares
of the Company at a rate of one Class A ordinary share for each $ 10.00 of Initial Capital Contribution. If the Company liquidates without
consummating the initial business combination, any amounts remaining in the Sponsor or Company's cash accounts, not including the
Company's Trust Account, will be paid to the Investor within five days of the liquidation.

 On
June 20, 2023, the Sponsor and the Company entered into a second subscription agreement (the "Second Subscription
Agreement") with the Investor where the Investor agreed to lend to the Sponsor, which would in turn be lent to the Company, an
aggregate of $ 1,500,000
(the "Additional Capital Commitment") to cover working capital expenses (the "Second SPAC Loan"). One half
of the Additional Capital Commitment was made by the Investor to the Sponsor in cash on or prior to June 21, 2023, and the remaining
$ 750,000
would be made by the Investor to the Sponsor in cash on the later of the Sponsor's request and the first filing of the S-4 for
the Company's business combination. In consideration for the Second SPAC Loan, the Company will issue one Class A ordinary
share for each dollar of the Additional Capital Commitment funded by the Investor at the De-SPAC Closing. The Second SPAC Loan shall
not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Investor may elect at the De-SPAC Closing to
receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary share for each $ 10.00
of Additional Capital Contribution. If the Company liquidates without consummating the initial business combination, any amounts
remaining in the Sponsor or Company's cash accounts, not including the Company's Trust Account, will be paid to the
Investor within five days of the liquidation. Collectively, the First SPAC Loan and the Second SPAC Loan are referred to as the SPAC
Loans. As of December 31, 2023, the Company had $ 1,651,000
borrowings under the SPAC Loans.

 F- 14

 NOTES

 The Company accounted for the Class A common stock
they could be converted ("equity instrument") to as equity-classified instruments based on an assessment of the specific
terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the equity instrument is freestanding
financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the equity instrument
meets all the requirements for equity classification under ASC 815, including whether the equity instrument is indexed to the Company's
own common stock, among other conditions for the equity classification. This assessment, which requires the use of professional judgment,
was conducted at the time of equity instrument issuance. The SPAC Loans and the equity instrument meet the scope exception of ASC 815-10-15-74(a).
The Company applied the guidance in ASC 470-20-25-2 " Debt With Conversion and Other Options ", requiring that the loan
proceeds be allocated to the SPAC Loans based on their relative fair values. At May 3, 2023 the Company allocated $ 104,861
 of the proceeds to the First SPAC Loan and $ 46,139
 for the equity instrument. The Company estimated the aggregate fair value of the 151,000
 shares to be issued to be $ 66,440
 or $ 0.44
 per share. At June 20, 2023 the Company allocated $ 520,833
 of the proceeds to the Second SPAC Loan and $ 229,167
 for the equity instruments. The Company estimated the aggregate fair value of the 750,000
 shares to be issued to be $ 330,000
 or $ 0.44
 per share. At December 31, 2023 the carrying values of the SPAC Loans and the discounts were $ 1,631,725
 and $ 275,306, respectively. The Company recorded amortization of the discounts on the SPAC Loans of
$ 256,031, which is disclosed in the statement of cash flows as non-cash interest expense. As of
December 31, 2023, the unamortized discount on the SPAC Loans was $ 19,274.

 As
of December 31, 2023, the remainder of the Second SPAC Loan of $ 577,500 is due from the Sponsor. This amount is included on the accompanying
balance sheet as a due from related party.

 Working
Capital Loans

 In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor,
or certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the
proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside
the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the
Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital
Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without
interest, or, at the lender's discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into private placement-equivalent
units at a price of $ 10.00 per unit. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans.

 Administrative
Support Services

 Commencing
on the date of the final prospectus, the Company will agree to pay the Sponsor a total of $ 10,000 per month for office space and administrative
and support services. Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease
paying these monthly fees. At December 31, 2023 and 2022, $ 230,000 and $ 120,000, respectively, have been accrued under this arrangement
and included in due to affiliate on the accompanying balance sheets.

 Note
6 — Commitments and Contingencies

 Registration
Rights

 The
holders of Founder Shares, Private Placement Units (including the underlying securities), and securities that may be issued upon conversion
of Working Capital Loans, if any, will be entitled to registration rights pursuant to a registration rights agreement signed upon consummation
of the IPO. These holders will be entitled to certain demand and "piggyback" registration rights. However, the registration
rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective
until the termination of the applicable lock-up period for the securities to be registered. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.

 Underwriting

 The
Company granted the underwriters a 45 -day option from the final prospectus relating to the IPO to purchase up to 4,500,000 additional
Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On November 5, 2021, the underwriters
elected to fully exercise the over-allotment option purchasing 4,500,000 Units.

 F- 15

 NOTES

 The
underwriters were paid a cash underwriting discount of $ 0.20 per unit, or $ 6,000,000 in the aggregate at the closing of the IPO. The
underwriters have agreed to defer the cash underwriting discount of $ 0.20 per share related to the over-allotment to be paid at Business
Combination ($ 900,000 in the aggregate). In addition, the underwriters are entitled to a deferred underwriting commissions of $ 0.40 per
unit, or $ 13,800,000 from the closing of the IPO. The total deferred fee is $ 14,700,000 consisting of the $ 13,800,000 deferred portion
and the $ 900,000 cash discount agreed to be deferred until Business Combination. The deferred fee will become payable to the underwriters
from the amounts held in the Trust Account solely if the Company completes a Business Combination, subject to the terms of the underwriting
agreement.

 Subscription

 As
noted in Note 5, on May 3, 2023, the Company entered into a subscription agreement ("Subscription Agreement") with the Investor
and the Original Sponsor. Pursuant to the May 4, 2023 Purchase Agreement, the Sponsor assumed the obligations of the Original Sponsor
under the Subscription Agreement. Subject to, and in accordance with the terms and conditions of the Subscription Agreement, the parties
agreed that:

 The
 Investor would make a cash contribution of $ 151,000 to the Original Sponsor (the "Initial Capital Contribution") on or
 prior to May 3, 2023, or on such date as the parties may agree in writing.

 The
 Initial Capital Contribution would in turn be loaned by the Original Sponsor to the Company to cover working capital expenses (the
 "First SPAC Loan").

 In
 consideration for the Initial Capital Contribution, the Company will issue 151,000 Class A ordinary shares, par value $ 0.0001 per
 share, of the Company to the Investor at the De-SPAC Closing, which shares shall be subject to no transfer restrictions or any other
 lock-up provisions, earn outs, or other contingencies and shall be registered as part of any registration statement to be filed in
 connection with the De-SPAC Closing or, if no such registration statement is filed in connection with the De-SPAC Closing, pursuant
 to the first registration statement to be filed by the Company or the surviving entity following the De-SPAC Closing.

 The
 SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the Investor
 all repayments of the SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing. The Investor may elect
 at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary share
 for each $ 10.00 of the Initial Capital Contribution. If the Company liquidates without consummating the initial business combination,
 any amounts remaining in the Sponsor or Company's cash accounts, not including the Company's Trust Account, will be paid
 to the Investor within five days of the liquidation.

 On
 the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in
 connection with the Subscription Agreement not to exceed $ 5,000.

 On
June 20, 2023, the Company entered into a second subscription agreement (the "Second Subscription Agreement") with the Investor
and the Sponsor. Subject to, and in accordance with the terms and conditions of the Second Subscription Agreement, the parties agreed
that:

 The
 Investor would make a cash contribution of up to $ 750,000 to the Sponsor (the "Additional Capital Contribution") on or
 prior to June 21, 2023, and the remaining $ 750,000 would be made by the Investor to the Sponsor in cash on the later of the Sponsor's
 request and the first filing of the S-4 for the De-SPAC.

 The
 Additional Capital Contribution would in turn be loaned by the Sponsor to the Company in cash on the later of the Sponsor's
 request and the first filing of the S-4 for the SPAC's business combination (the "Second SPAC Loan").

 In
 consideration for the Additional Capital Commitment, SPAC will issue a further one Class A ordinary share for each dollar of the
 Additional Capital Commitment funded to the Investor at the close of the business combination ("Subscription Shares").
 The Subscription Shares shall be subject to no transfer restrictions or any other lock-up provisions, earn outs, or other contingencies.
 The Subscription Shares (i) shall be registered as part of any registration statement issuing shares before or in connection with
 the De- SPAC Closing or (ii) if no such registration statement is filed in connection with the de-SPAC Closing, shall promptly be
 registered pursuant to the first registration statement filed by the SPAC or the surviving entity following the De-SPAC Closing,
 which shall be filed no later than 30 days after the De-SPAC Closing and declared effective no later than 90 days after the De-SPAC
 Closing.

 F- 16

 NOTES

 The
 Second SPAC Loan shall not accrue interest and shall be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to the
 Investor all repayments of the Second SPAC Loan the Sponsor has received within five business days of the De-SPAC Closing. The Investor
 may elect at the De-SPAC Closing to receive such payments in (a) cash or (b) Class A ordinary shares at a rate of one Class A ordinary
 share for each $ 10.00 of the Additional Capital Contribution. If the Company liquidates without consummating the initial business
 combination, any amounts remaining in the Sponsor or Company's cash accounts, not including the Company's Trust Account,
 will be paid to the Investor within five days of the liquidation.

 On
 the De-SPAC Closing, the Sponsor will pay the Investor an amount equal to the reasonable attorney fees incurred by the Investor in
 connection with the Second Subscription Agreement not to exceed $ 5,000.

 Purchase

 On
May 4, 2023, the Company entered into a purchase agreement (the "Purchase Agreement") with the Sponsor and the Original Sponsor,
pursuant to which the Sponsor agreed to purchase from the Original Sponsor (x) 7,988,889 Class A ordinary shares and (y) 1,000,000 Private
Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant that is exercisable for one Class
A ordinary share, free and clear of all liens and encumbrances (other than those contained in the Letter Agreement, dated November 3,
2021, by and among the Company, its officers, directors and the Original Sponsor, and the Underwriting Agreement, dated November 3, 2021,
by and between the Company and Cantor, as representative of the several underwriters (the "Underwriting Agreement"), for
an aggregate purchase price of $ 1.00 (the "Purchase Price") payable at the time of the initial business combination.

 In
addition to the payment of the Purchase Price, the Sponsor also assumed the following obligations: (i) responsibility for all of Company's
public company reporting obligations; (ii) the obligations of the Original Sponsor under the May 3, 2023 Subscription Agreement, (iii)
responsibility for the Company's D&O insurance premium to extend the Company's existing D&O insurance policy and
maintain D&O coverage through the closing of the initial business combination and obtain appropriate tail coverage; (iv) responsibility
for the Company's outstanding legal fees owed by the Company; and (v) all other obligations of the Original Sponsor related to
the Company.

 Pursuant
to the Purchase Agreement, the Sponsor had the right to replace the Company's current directors and officers with directors and
officers as the Sponsor may select in its sole discretion. The obligations of the Original Sponsor to consummate the transactions contemplated
by the Purchase Agreement were subject to the satisfaction or written waiver by the Original Sponsor of the following conditions: (a)
the approval of the board of directors the SPAC; (b) the approval of the members of the Original Sponsor; (c) the consent or waiver of
the underwriters under the Underwriting Agreement; (d) the filing of its quarterly report on Form 10-Q by the SPAC for the quarter ended
March 31, 2023. On June 7, 2023, the parties to the Purchase Agreement closed the transactions contemplated thereby. In connection with
the closing, the Sponsor replaced the Company's directors and officers.

 The
Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate
organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in
the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party
beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications
contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the
date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase
Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts.

 Note
7 — Shareholders' Deficit

 Class
A Ordinary Shares

 The
Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2023 and
2022, there were 13,433,333 and 1,450,000 Class A ordinary shares issued and outstanding (excluding 1,502,180 and 34,500,000 Class A
ordinary shares subject to possible redemption), respectively.

 F- 17

 NOTES

 Class
B Ordinary Shares

 The
Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class B ordinary
shares are entitled to one vote for each share of Class B ordinary shares. As of December 31, 2023 and 2022, there were 0 and 11,983,333
Class B ordinary shares outstanding, respectively, none of which are subject to forfeiture since the underwriters' over-allotment
option was exercised in full.

 Prior
to our initial Business Combination, only holders of our Class B ordinary shares will have the right to vote on the appointment of directors.
Holders of our Class A ordinary shares will not be entitled to vote on the election of directors during such time. In addition, prior
to the completion of an initial Business Combination, holders of a majority of our Class B ordinary shares may remove a member of the
board of directors for any reason. These provisions of our Memorandum and Articles of Association may only be amended by a special resolution
passed by not less than 90% of our ordinary share shareholders who attend and vote at our general meeting. With respect to any other
matter submitted to a vote of our shareholders, including any vote in connection with our initial Business Combination, except as required
by law, holders of our Class B ordinary shares and holders of our Class A ordinary shares will vote together as a single class, with
each share entitling the holder to one vote.

 The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a
one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued
or deemed issued in excess of the amounts offered in the IPO and related to the closing of the initial Business Combination, the ratio
at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the
outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the
number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted
basis, 25 % of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary
shares and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares
or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent
warrants issued to the Sponsor or its affiliates upon conversion of loans made to the Company).

 Preference

 The
Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be
determined from time to time by the Company's board of directors. As of December 31, 2023 and 2022, there were no preferred shares
issued or outstanding.

 Public
Warrants

 The
Public Warrants will become exercisable on the later of (i) 30 days after the completion of a Business Combination and (ii) one year
from the closing of the IPO. No warrants will be exercisable for cash unless the Company has an effective and current registration statement
covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary
shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the
Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may,
until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain
an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the
Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not
be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business
Combination or earlier upon redemption or liquidation.

 Once
the warrants become exercisable, the Company may redeem the Public Warrants:

 in
 whole and not in part;

 at
 a price of $ 0.01 per warrant;

 upon
 not less than 30 days' prior written notice of redemption;

 F- 18

 NOTES

 if,
 and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share
 subdivisions, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing
 at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant
 holders; and if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying
 the warrants.

 If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a "cashless basis," as described in the warrant agreement.

 The
Private Warrants are identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and
the Class A ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until
after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable
for cash or on a cashless basis, at the holder's option, and be non-redeemable so long as they are held by the initial purchasers
or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees,
the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

 The
exercise price and number of Class A ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including
in the event of a share dividend, extra Class A Ordinary dividend or our recapitalization, reorganization, merger or consolidation. However,
the warrants will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices. Additionally,
in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any
of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of
the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 In
addition, if the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with
such issue price or effective issue price to be determined in good faith by the Company's board of directors, and in the case of
any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior
to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest
thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Company's Class A ordinary shares during the 20 trading day period starting
on the trading day prior to the day on which the Company consummates Business Combination (such price, the "Market Value")
is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater
of (i) the Market Value or (ii) the price at which the Company issues the additional Class A ordinary shares or equity-linked securities.

 Note
8 — Warrant Liabilities

 The
Company accounts for the 725,000 Private Placement Warrants in accordance with the guidance contained in ASC 815-40 due to the fact the
Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder's option, and be non-redeemable so
long as they are held by the initial purchasers or their permitted transferee. Such guidance provides that, based on these features,
the private placement warrants do not meet the criteria for equity treatment thereunder, and each such warrant must be recorded as a
liability. Accordingly, the Company will classify each private placement warrant as a liability at its fair value. This liability is
subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value,
with the change in fair value recognized in the Company's statement of operations. The Company has determined the Public Warrants
do not contain such features, and accordingly will be accounted for as equity and are not subject to subsequent remeasurement.

 F- 19

 NOTES

 Note
9 — Fair Value Measurements

 The
fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is
used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and
liabilities:

 Level
 1:

 Quoted
 prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions
 for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level
 2:

 Observable
 inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities
 and quoted prices for identical assets or liabilities in markets that are not active.

 Level
 3:

 Unobservable
 inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 At
December 31, 2023, the assets held in the Trust Account were held in a demand deposit account.

 The
following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring
basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine
such fair value.

of Assets and Liabilities Measured at Fair Value on Recurring Basis

 December 31, 2023:

 Quoted

Prices in

 Significant

 Other

 Significant

 Other

 Level

 Active

 Markets

(Level 1)

 Observable

 Inputs

 (Level 2)

 Unobservable

 Inputs

(Level 3)

 Assets:

 U.S. Treasury Securities(1)

 $
 —

 $
 —

 $
 —

 Warrant Liability- Private Placement Warrants

 —

 —

 29,000

 (1)
 As of December 31, 2023, the entirety of the marketable securities held in the trust account
were deposited into the demand deposit account.

 December 31, 2022:

 Quoted

 Prices in

 Significant

 Other

 Significant

 Other

 Active

 Markets

 Observable

 Inputs

 Unobservable

 Inputs

 Level

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 U.S. Treasury Securities

 $
 356,864,000

 $
 —

 $
 —

 Warrant Liability- Private Placement Warrants

 —

 —

 7,250

 The
Company utilizes a Monte Carlo simulation model to value the warrants at each reporting period, with changes in fair value recognized
in the statement of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a Monte
Carlo pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield.
The Company estimates the volatility of its ordinary shares based on industry historical volatility that matches the expected remaining
life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity
similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining
contractual term. The dividend rate is based on the historical rate, which the Company anticipates to remain at zero.

 F- 20

 NOTES

 The
aforementioned warrant liabilities are not subject to qualified hedge accounting.

 The
following table provides quantitative information regarding Level 3 fair value measurements at December 31, 2023 and 2022:

of Quantitative Information in Fair Value Measurements

 At

December 31, 2023

 At

December 31, 2022

 Share Price

 $
 11.13

 $
 10.33

 Exercise Price

 $
 11.50

 $
 11.50

 Term (years)

 5.21

 5.10

 Industry Volatility

 6.50
 %

 4.40
 %

 Risk Free Rate

 3.77
 %

 3.91
 %

 Dividend Yield

 0.00
 %

 0.00
 %

 Note
10 — Subsequent Events

 The
Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date these financial statements
were available to be issued. Based on this review, other than as described below, the Company did not identify any subsequent events
that would have required adjustment or disclosure in these financial statements.

 On January 31, 2024, in connection with an extraordinary
meeting of shareholders called to approve the proposals relating to the entry into and consummation of the Business Combination, shareholders
holding 1,432,457 of the Company's Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of
the funds in the Company's trust account. As a result, approximately $ 16.0 million (approximately $ 11.14 per Public Share) were
removed from the Trust Account to pay such holders.

 On February 14, 2024, pursuant to the Merger Agreement
by and among the Company, Merger Sub, the Sponsor, Tevogen Bio, and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub
merged with and into Tevogen Bio, with Tevogen Bio being the surviving company and a wholly owned subsidiary of the Company. Prior to
the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, the Company changed its jurisdiction
of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated
under the laws of the State of Delaware (the "Domestication"). In connection with the Domestication, the Company changed its
name to "Tevogen Bio Holdings Inc." Also in connection with the Domestication, the Company's governing documents were
amended and restated as set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission
(the "SEC") on January 10, 2024 (the "Definitive Proxy Statement"). At the Effective Time, in
accordance with the terms and subject to the conditions of the Merger Agreement, each share of the common stock of Tevogen Bio issued
and outstanding immediately prior to the Effective Time was converted into the right to receive the number of shares of duly authorized,
validly issued, fully paid, and nonassessable shares of the common stock of the Company, par value $ 0.0001 (the "Common Stock"),
equal to the quotient obtained by dividing (x) the quotient obtained by dividing (i) $ 1,200,000,000 by (ii) ten dollars ($ 10.00) by (y)
the aggregate number of shares of the common stock of Tevogen Bio that were issued and outstanding immediately prior to the Effective
Time.

 On
February 14, 2024, the Company entered into a securities purchase agreement with an investor pursuant to which the investor agreed
to purchase shares of Series A Preferred Stock of the Company for an aggregate purchase price of $ 8.0
million. On March 27, 2024, the Company entered into an agreement pursuant to which that amount was reduced to $ 2.0
million and the investor agreed to purchase shares of the Company's Series A-1 Preferred Stock for an aggregate purchase price
of $ 6.0
million. As of April 26, 2024, the Company has received $ 1.2 million of the $ 6.0 million aggregate purchase price for the shares of
Series A-1 Preferred Stock. The shares of Series A Preferred Stock are convertible into a total of 500,000
shares of the Company's common stock and the shares of the Series A-1 Preferred Stock will be convertible into a total of 600,000
shares of the Company's common stock, in each case at the election of the holder. Each of the Series A Preferred Stock is and
the Series A-1 Preferred Stock will be subject to a call right providing the Company the right to call the stock if the volume
weighted average price of the common stock for the 20 days prior to delivery of the call notice is greater than $ 5.00
per share and there is an effective resale registration statement on file covering the underlying common stock. The
Series A Preferred Stock is and the Series A-1 Preferred Stock will be non-voting, has or will have, as the case may be, no
mandatory redemption, and carries or will carry an annual 5% cumulative dividend, increasing by 2% each year, in the case of the
Series A-1 Preferred Stock in no event to more than 15% per year.

 On
February 14, 2024, in connection with the consummation of the Business Combination, the Company entered into an agreement with the Sponsor,
pursuant to which the Company assigned to the Sponsor and the Sponsor agreed to assume certain liabilities and obligations in the aggregate
initial amount of approximately $ 4.2
 million, which amount was later reduced to approximately
$ 3.6
 million (the "Series B Preferred Stock").
 The
Series B Preferred Stock is non-voting, non-convertible, callable by the Company at any time, and pays a 3.5% quarterly dividend beginning
35 days after issuance. Any dividend will be paid by the Company on behalf of the Sponsor to the creditors to which the assumed liabilities
and obligations are owed, pro rata in accordance with those liabilities and obligations unless otherwise agreed by the Company and the
Sponsor. The dividend rate will increase by 0.25% each month that the Series B Preferred Stock remains outstanding after the first 30
days after its issuance, but in no event will increase to more than 7.5% per quarter.

 Pursuant to the Merger Agreement, Tevogen Bio agreed
that at the Effective Time, it would pay $ 2,000,000
 to the Sponsor for advisory services (the "Sponsor Advisory Services Fee"). Thereafter, in connection with the closing
of the Business Combination, the Sponsor Advisory Services Fee was reduced to $ 500,000.
On April 16, 2024, the Sponsor agreed to further reduce the Sponsor Advisory Services Fee by informing Tevogen Bio that $ 250,000
 of the $ 577,500
 that was due from the Sponsor as of December 31, 2023 would be applied to offset a portion of the $ 500,000 Sponsor Advisory Services
Fee. Therefore, the total amount due to the Sponsor under the Sponsor Advisory Services Fee is $ 250,000.

 F- 21

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Date:

 2024

 By:

 /s/
 Ryan Saadi

 Name:

 Ryan
 Saadi

 Title:

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

 Name

 Date

 Title

 /s/
 Ryan Saadi

 2024

 Chief
 Executive Officer and

Chairperson of the Board of Directors

 Ryan
 Saadi

 (Principal
 Executive Officer)

 /s/
 Kirti Desai

 2024

 Chief
 Financial Officer

 Kirti
 Desai

 (Principal
Financial Officer and

Principal Accounting Officer)

 /s/
 Surendra Ajjarapu

 2024

 Surendra
 Ajjarapu

 /s/
 Jeffrey Feike

 2024

 Jeffrey
 Feike

 /s/
 Dr. Keow Lin Goh

 2024

 Dr.
 Keow Lin Goh

 /s/
 Dr. Curtis Patton

 2024

 Dr.
 Curtis Patton

 /s/
 Susan Podlogar

 2024

 Susan
 Podlogar

 /s/
 Victor Sordillo

 2024

 Victor
 Sordillo