SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Semper Paratus Sponsor LLC (Last) (First) (Middle) 767 THIRD AVENUE, 38TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/03/2021	3. Issuer Name and Ticker or Trading Symbol Semper Paratus Acquisition Corp [ LGSTU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B ordinary shares, par value $0.0001 per share	(1)	(1)	Class A ordinary shares, par value $0.0001 per share	11,983,333(2)	(1)	D(2)

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (No. 333-260113), the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date.

2. These shares represent the shares of Class B ordinary shares held directly by Semper Paratus Sponsor LLC (the "Sponsor"), acquired pursuant to a subscription agreement by and between the Sponsor and the Issuer. The shares of Class B ordinary shares owned by the Sponsor include up to 1,530,000 shares that are subject to forfeiture in the event the underwriters of the initial public offering of the Issuer's securities do not exercise their over-allotment option in full as described in the Issuer's registration statement.

	By: /s/ Philippe J. Kurzweil Name: Philippe J. Kurzweil Title: Managing Member	11/03/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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