Semper Paratus Acquisition : Submission of Matters to a Vote of Security Holders - Form 8-K

Item 3.03.

Material Modification to Rights of Security Holders.

Amendment of Memorandum and Articles of Association

As described in more detail in Item 5.03, on December 14, 2023, Semper Paratus Acquisition Corporation, a Cayman Islands exempted company (the "Company"), held a virtual extraordinary general meeting (the "Extraordinary General Meeting") of the Company's shareholders pursuant to due notice in that certain Proxy Statement on Schedule 14(a) filed December 4, 2023, as amended (the "Proxy Statement"). At the Extraordinary General Meeting, the shareholders of the Company entitled to vote (the "Shareholders") approved the Extension Amendment Proposal (as defined below) to amend the Amended and Restated Memorandum and Articles of Association and authorized the Company to file the Second Amendment to the Amended and Restated Memorandum and Articles of Association (the "Amended Charter") with the Registrar of Companies in the Cayman Islands. Following approval of the Extension Amendment Proposal by the Shareholders, the Company promptly filed the Amended Charter with the Registrar of Companies in the Cayman Islands.

The foregoing summary is qualified by the full text of the Amended Charter, which is included as Exhibit 3.1.