8-A12B 1 form8a12b.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Tevogen Bio Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-1597194
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

15 Independence Boulevard, Suite #410 Warren, New Jersey		07059
(Address of principal executive offices)		(Zip Code)

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

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Common Stock, par value $0.0001 per share		The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Common Stock for $11.50 per share		The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-274519

Securities to be registered pursuant to Section 12(g) of the Act: N/A

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are the common stock, par value $0.0001 per share (the “Common Stock”), of Tevogen Bio Holdings Inc. (the “Company”) and warrants to purchase the Common Stock (the “Warrants”).

The description of the Common Stock and the Warrants registered hereunder is set forth in the section titled “Description of New Tevogen Securities” in the Company’s prospectus forming a part of its Registration Statement on Form S-4 (File No. 333-274519), initially filed with the U.S. Securities and Exchange Commission on September 14, 2023, as thereafter amended and supplemented from time to time (the “Registration Statement”), to which this Form 8-A relates, and is incorporated by reference herein.

Item 2. Exhibits.

In accordance with the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 14, 2024	TEVOGEN BIO HOLDINGS INC.

	By:	/s/ Ryan Saadi
	Name:	Ryan Saadi
	Title:	Chief Executive Officer and Chairperson

SEC Form 8-A12B filed by Semper Paratus Acquisition Corporation