Form 8-A12B - Registration of securities [Section 12(b)]
February 14 2024 - 5:20PM
Edgar (US Regulatory)
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 |
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