Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
As previously disclosed on Current Report on Form 8-K filed on May 9, 2023, on
May 4, 2023, Semper Paratus Acquisition Corporation, a Cayman Island exempted
company (the "Company"), entered into a Purchase Agreement (the "Agreement")
with Semper Paratus Sponsor LLC, a Delaware limited liability company (the
"Original Sponsor"), and SSVK Associates, LLC, a Delaware limited liability
company (the "New Sponsor"), pursuant to which the New Sponsor agreed to
purchase from the Original Sponsor 7,988,889 Class A ordinary shares, par value
$0.0001 per share (the "Class A Ordinary Shares") and 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 (the
"Private Placement Units" and together with the Class A Ordinary Shares, the
"SPAC Securities"), for an aggregate purchase price of $1.00 payable at the time
the Company effects a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination with one or
more businesses or entities (the "Initial Business Combination") and agreed to
assume the responsibilities and obligations of the Original Sponsor related to
the Company.
On June 7, 2023 (the "Effective Date"), the parties to the Agreement closed the
transactions contemplated thereby. As a result, and as disclosed in Item 5.02,
the New Sponsor replaced the Company's current directors and officers with
directors and officers of the Company selected in the New Sponsor's sole
discretion.
The foregoing description of the Agreement is not complete and is qualified in
its entirety by reference to the text of such document, which is filed as
Exhibit 10.1 hereto and which is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosures set forth in Item 1.01 are incorporated by reference into this
Item 5.02.
Change in Company Officers and Directors
On the Effective Date, in connection with the Agreement, (i) Richard N. Peretz,
Hooman Yazhari, Paul P. Jebely, Brad Stewart, and Parizad Olver Parchi (the
"Resigning Directors") tendered their resignations as members of the board of
directors of the Company (the "Board"), and Richard N. Peretz, Hooman Yazhari,
Ben Baldanza, and Jeff Rogers resigned as officers of the Company, and (ii)
Michael Peterson, Donald Fell, Avinaesh Wadhwani, Scott Sussman, and Surendra
Ajjarapu were appointed as members of the Board (each, a "New Director"), and
Surendra Ajjarapu and Francis Knuettel II were appointed as the Company's Chief
Executive Officer and Chairman and Chief Financial Officer, respectively (each,
a "New Officer"). There was no known disagreement with any of the Resigning
Directors on any matter relating to the Company's operations, policies or
practices.
The following sets forth certain information concerning each New Director and
New Officer's past employment history, directorships held in public companies,
if any, and, for directors, their qualifications for service on the Board.
The Board is divided into three classes, with only one class of directors being
elected in each year, and with each class (except for those directors initially
appointed as Class I and Class II directors prior to our first annual meeting of
shareholders) serving a three-year term. The Company's officers are appointed by
the Board and serve at the discretion of the Board, rather than for specific
terms of office.
Surendra Ajjarapu
Mr. Ajjarapu has served as Chairman of the Board, Chief Executive Officer and
Secretary of Trxade Group, Inc., a Nevada corporation (predecessor of Trxade
Health, Inc. (NASDAQ:MEDS)) ("Trxade Nevada") since January 8, 2014, and as the
Chairman of the board of directors, Chief Executive Officer and Secretary of
Trxade Nevada since its inception. Since March 2021, Mr. Ajjarapu has served on
the board of directors of Oceantech Acquisition I Corp, a special purpose
acquisition company (NASDAQ: OTEC) ("OTEC"). Mr. Ajjarapu currently serves as a
director of Ocean Biomedical Inc. (NASDAQ: OCEA) (f.k.a. Aesther Healthcare
Acquisition Corp.) ("OCEA") (since February 2023) and as Chairman of the board
of directors of Kernel Group Holdings, Inc., a special purpose acquisition
company (NASDAQ: KRNL) ("KRNL") (since December 2022). Mr. Ajjarapu was a
Founder, CEO and Chairman of Sansur Renewable Energy, Inc., a company involved
in developing wind power sites in the Midwest, United States, from 2009 to 2012.
Mr. Ajjarapu was a Founder, President and Director of Aemetis, Inc., a
California-based global advanced biofuels and renewable commodity chemicals
company (NASDAQ:AMTX) ("AMTX"), and a Founder, Chairman and Chief Executive
Officer of International Biofuels, a subsidiary of AMTX, from 2006 to 2009. Mr.
Ajjarapu was Co-Founder, COO, and Director Global Information Technology, Inc.,
an IT outsourcing and systems design company, headquartered in Tampa, Florida
with major operations in India from 1995 to 2006. Mr. Ajjarapu holds an MS in
Environmental engineering from South Dakota State University in Brookings, South
Dakota and an MBA from the University of South Florida, specializing in
International Finance and Management. Mr. Ajjarapu is also a graduate of the
Venture Capital and Private Equity program at Harvard University.
Francis Knuettel II
Mr. Knuettel has over 25 years of management experience in venture and private
equity-backed public companies and has advised public and private companies on
financial management and controls, mergers and acquisitions, capital markets
transactions and operating and financial restructurings. Mr. Knuettel currently
serves as Chief Financial Officer of OTEC (since March 2023). Previously, Mr.
Knuettel served as the Chief Executive Officer and director of Unrivaled Brands
(OTCQX:UNRV) (f/k/a Terra Tech Corp. (OTCQX:TRTC)), a vertically integrated
company focused on the cannabis sector with operations in California and Nevada,
from December 2020 to April 2022. Mr. Knuettel was formerly Director of Capital
and Advisory at Viridian Capital Advisors, a position he held from June 2020 to
January 2021, following the sale but prior to the close of the acquisition of
One Cannabis Group, Inc. ("OCG") by an OTCQX listed company. At OCG, Mr.
Knuettel served from June 2019 to January 2021 as Chief Financial Officer of the
company, a leading cannabis dispensary franchisor, with over thirty cannabis
dispensaries across seven states. Prior to joining OCG, Mr. Knuettel was Chief
Financial Officer at MJardin Group, Inc. (August 2018 to January 2019), a
Denver-based cannabis cultivation and dispensary management company, where he
led the company's IPO on the Canadian Securities Exchange. Following the IPO,
Mr. Knuettel managed the merger with GrowForce, a Toronto-based cannabis
cultivator, after which he moved to the Chief Strategy Role (January 2019 to
June 2019). In his role as CSO, he managed the acquisition of several private
companies before recommending and executing the consolidation of management and
other operations to Toronto and the closure of the executive office in Denver.
From April to August 2018, Mr. Knuettel served as Chief Financial Officer of
Aqua Metals, Inc. (NASDAQ:AQMS), an advanced materials firm that developed
technology in battery recycling. Prior to that, from April 2014 to April, 2018,
Mr. Knuettel served as Chief Financial Officer at Marathon Patent Group, Inc.
(NASDAQ:MARA), a patent enforcement and licensing company. Before that, Mr.
Knuettel held numerous CFO and CEO positions at early-stage companies where he
had significant experience both building and restructuring businesses. Mr.
Knuettel also holds numerous board positions, at both public and private
companies, including 180 Life Sciences (NASDAQ:ATNF) (July 2021 to present),
ECOM Medical, Murphy Canyon Acquisition Corp. (NASDAQ:MURF) (February 2022 to
present) and Relativity Acquisition Corp. (RACY) (February 2022 to present). Mr.
Knuettel graduated cum laude from Tufts University with a B.A. degree in
Economics and from The Wharton School at the University of Pennsylvania with an
M.B.A. in Finance and Entrepreneurial Management.
Michael Peterson
Mr. Peterson commenced serving as an independent director of OTEC in March 2023
and began serving as an independent director of KRNL in December 2022. Mr.
Peterson has been serving as President, Chief Executive Officer and as a member
of the board of directors of Lafayette Energy Corp. since April 2022. Beginning
in September 2021, Mr. Peterson served as a member of the board of directors,
audit committee (Chair), compensation committee and nominating and corporate
governance committee of Aesther Healthcare Acquisition Corp., a special purpose
acquisition company that consummated a business combination in February 2023.
Mr. Peterson is currently serving as an independent director of OCEA. Mr.
Peterson has served as the president of Nevo Motors, Inc. since December 2020,
which was established to commercialize a range extender generator technology for
the heavy-duty electric vehicle market but is currently non-operational. Since
May 2022, Mr. Peterson has served as a member of the board of directors and as
the chairperson of the audit committee of Trio Petroleum Corp., an oil and gas
exploration and development company which is in the process of going public,
since February 2021. Mr. Peterson has served on the board of directors and as
the chairman of the audit committee of Indonesia Energy Corporation Limited
(NYSE American: INDO). Mr. Peterson previously served as the president of the
Taipei Taiwan Mission of The Church of Jesus Christ of Latter-day Saints, in
Taipei, Taiwan from June 2018 to June 2021. Mr. Peterson served as an
independent member of the board of directors of Trxade Nevada (formerly Trxade
Group, Inc.) from August 2016 to May 2021. Mr. Peterson served as the Chief
Executive Officer of PEDEVCO Corp. (NYSE American: PED) ("PED"), a public
company engaged primarily in the acquisition, exploration, development and
production of oil and natural gas shale plays in the US, from May 2016 to May
2018. Mr. Peterson served as Chief Financial Officer of PED between July 2012
and May 2016, and as Executive Vice President of PED's predecessor from July
2012 to October 2014, and as PED's President from October 2014 to May 2018. Mr.
Peterson joined PED's predecessor as its Executive Vice President in September
2011, assumed the additional office of Chief Financial Officer in June 2012, and
served as a member of its board of directors from July 2012 to September 2013.
Mr. Peterson formerly served as Interim President and CEO (from June 2009 to
December 2011) and as director (from May 2008 to December 2011) of PED's
predecessor, as a director (from May 2006 to July 2012) of AMTX, and as Chairman
and Chief Executive Officer of Nevo Energy, Inc. (NEVE) (formerly Solargen
Energy, Inc.), a Cupertino, California-based developer of utility-scale solar
farms which he helped form in December 2008 (from December 2008 to July 2012).
From 2005 to 2006, Mr. Peterson served as a managing partner of American
Institutional Partners, a venture investment fund based in Salt Lake City. From
2000 to 2004, he served as a First Vice President at Merrill Lynch, where he
helped establish a new private client services division to work exclusively with
high-net-worth investors. From September 1989 to January 2000, Mr. Peterson was
employed by Goldman Sachs & Co. in a variety of positions and roles, including
as a Vice President. Mr. Peterson received his MBA at the Marriott School of
Management and a BS in statistics/computer science from Brigham Young
University.
Donald Fell
Mr. Donald G. Fell, brings along a wealth of experience in the field of
economics and business to the Company. Mr. Fell commenced serving as an
independent director of OTEC in March 2023. Mr. Fell has served as an
independent director of KRNL since December 2022 and Trxade Health, Inc. since
January 2014, as well as a director of Trxade Nevada since December 2013. Mr.
Fell also served as a director of OCEA from 2021 to February 2023. He is
presently Professor and Institute Director for the Davis, California-based
Foundation for Teaching Economics and adjunct professor of economics for the
University of Colorado, Colorado Springs. Mr. Fell held positions with the
University of South Florida as a member of the Executive MBA faculty, Director
of Executive and Professional Education and Senior Fellow of the Public Policy
Institute from 1995 to 2012. Mr. Fell was also a visiting professor at the
University of LaRochelle, France, and an adjunct professor of economics at both
Illinois State University and The Ohio State University. Mr. Fell holds
undergraduate and graduate degrees in economics from Indiana State University
and is all but dissertation (ABD) in economics from Illinois State University.
Through his work with the Foundation for Teaching Economics and the University
of Colorado, Colorado Springs he has overseen graduate institutes on economic
policy and environmental economics in 44 states, throughout Canada, the Islands
and Eastern Europe.
Avinash Wadhwani
Mr. Wadhwani is currently the Executive Vice President and Strategic Advisor of
TransForm Solution Inc., a business process outsourcing company with a
specialization in analytics, digital interventions, and operations management, a
role he has served in since May 2023. From April 2009 to April 2020, Mr.
Wadhwani held positions at Cognizant Technology Solutions ("Cognizant"), a
multinational information technology services and consulting company, ending his
tenure at Cognizant as Associate Director, Capital Markets & Investment Banking.
Mr. Wadhwani served as Senior Manager, Business Development - Banking & Capital
Markets at Headstrong (now Genpact (NYSE: G)) from 2003 to 2005 and as Assistant
Vice President at Polaris Software Services from 1999 to 2002. In India, Mr.
Washwani served as the Head of Institutional Equity Sales at Daewoo Finance
(India) Ltd. from 1994 to 1999 and in product marketing and sales at Tata
Consultancy Services from 1991 to 1994. Throughout his career, Mr. Wadhwani has
negotiated and closed multi-year, multi-million dollar global technology service
deals across the financial services, retail and media & entertainment
industries. He is the co-founder of a SaaS based blockchain startup, Blocura,
Inc. which he was instrumental in conceptualizing, architecting and building
from the ground up (founded in May 2020). Mr. Washwani brings hands on
experience working at startups, growth stage organizations, and Fortune 500
companies. He is also on the board of a U.S. based nonprofit, Quench & Nourish,
which was established to address global hunger and poverty in economically
disadvantaged populations. Mr. Wadhwani earned a Computer Science and a Masters
in Marketing degree both from the University of Mumbai. He also holds an MBA
(Executive) from the Columbia Business School in New York City.
Scott Sussman
Scott Sussman, CPA, is currently a Principal at Karpas Advisors, which provides
fractional financial and accounting advisory services. Prior to Karpas, Mr.
Sussman was the Chief Financial Officer of Lugano Diamonds & Jewelry, Inc., from
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1* Purchase Agreement, dated May 4, 2023 (incorporated by reference
to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on
May 9, 2023)
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)
* Previously filed.
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