July 24, 2024

Ryan Saadi, M.D., M.P.H.
Chief Executive Officer
Tevogen Bio Holdings Inc.
15 Independence Boulevard, Suite #410
Warren, New Jersey 07059

       Re: Tevogen Bio Holdings Inc.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed July 23, 2024
           File No. 333-280414
Dear Ryan Saadi M.D., M.P.H.:

       We have reviewed your amended registration statement and have the
following comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe the comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our July 2, 2024 letter.

Amendment No. 1 to Registration Statement on Form S-1
General

1.     We note you are registering for resale 600,000 shares of common stock
that are issuable
       upon conversion of shares of Series A-1 Preferred Stock that are
convertible at a
       conversion price of $10.00 per share. We also note your disclosure that
the investor in the
       Series A-1 Preferred Stock agreed to purchase 600 shares of Series A-1
Preferred Stock
       for an aggregate purchase price of $6.0 million, of which $3.0 million
has been received
       as of July 23, 2024. It appears that you are registering the resale of
all of the 600,000
       shares of common stock issuable upon conversion of the Series A-1
Preferred Stock. If
       300 shares of your Series A-1 Preferred Stock have not yet been sold to
the investor as of
       the date that the registration statement was filed, please provide us
with an analysis as to
       why you believe that the underlying 300,000 shares of common stock can
be registered
       for resale at this time. For guidance, refer to Questions 139.06 and
139.11 of our
       Compliance and Disclosure Interpretations relating to Securities Act
Sections.
 July 24, 2024
Page 2

       Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at
202-551-3635 with
any other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:   J. Nicholas Hoover, Esq.