Initial Statement of Beneficial Ownership (3)
June 14 2023 - 3:12PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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SSVK Associates, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
6/7/2023
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3. Issuer Name and Ticker or Trading Symbol
Semper Paratus Acquisition Corp [LGST]
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(Last)
(First)
(Middle)
767 THIRD AVENUE, 38TH FLOOR |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10017
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A ordinary shares, par value $0.0001 per share (1) | 1000000 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class B ordinary shares, par value $0.0001 per share | (3) | (3) | Class A ordinary shares, par value $0.0001 per share | 7988889 (2) | (3) | D (2) | |
| Warrants (4) | (5) | (6) | Class A ordinary shares, par value $0.0001 per share | 500000 (2) | $11.5 | D (2) | |
| Explanation of Responses: |
| (1) | The Class A Ordinary shares are underlying the units (the "Private Placement Units"). As described in the Issuer's registration statement on Form S-1 (No. 333-260113) under the heading "Description of Securities - Units" each Private Placement Unit consists of one share of the Issuer's Class A ordinary shares and one-half of one redeemable warrant. |
| (2) | This Form 3 is being filed by SSVK Associates, LLC the sponsor of the Issuer (the "Sponsor"). Surendra Ajjarapu, the Issuer's Chairman and Chief Executive Officer is the manager of the Sponsor. Mr. Ajjarapu may be deemed to beneficially own the securities held by the Sponsor by virtue of his control over the Sponsor. Mr. Ajjarapu disclaims beneficial ownership of the securities held by the Sponsor, except to the extent of his respective pecuniary interest. |
| (3) | As described in the Issuer's registration statement on Form S-1 (No. 333-260113) under the heading "Description of Securities-Founder Shares", the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. |
| (4) | The Warrants are underlying the Private Placement Units. As described in the Issuer's registration statement on Form S-1 (No. 333-260113) under the heading "Description of Securities - Units" each Private Placement Unit consists of one share of the Issuer's Class A ordinary shares and one-half of one redeemable warrant. |
| (5) | The Warrants will become exercisable upon the later of 12 months from the closing of the Issuer's initial public offering and 30 days after the completion of the Issuer's initial business combination. |
| (6) | The Warrants will expire five years after the completion of the Issuer's business combination or earlier upon redemption or liquidation. |
Remarks:
Exhibit: Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
SSVK Associates, LLC
767 THIRD AVENUE
38TH FLOOR
NEW YORK, NY 10017 |
| X |
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Signatures
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| /s/ SSVK Associates, LLC, by Nelson Mullins Riley & Scarborough LLP with Power of Attorney | | 6/14/2023 |
| **Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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