Semper Paratus Acquisition Corporation
767 Third Avenue, 38th Floor
New York, New York 10017
(646) 807-8832
January 2, 2024
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Li Xiao |
Kevin Kuhar Cindy Polynice Tim Buchmiller |
| Re: | Semper Paratus Acquisition Corporation |
| Registration Statement on Form S-4 | |
| Filed September 14, 2023, as amended | |
| File No. 333-274519 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Semper Paratus Acquisition Corporation hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Thursday, January 4, 2024, or as soon as practicable thereafter.
| Very truly yours, | |
| Semper Paratus Acquisition Corporation | |
| /s/ Suren Ajjarapu | |
| Suren Ajjarapu | |
| Chief Executive Officer |
| cc: | Nelson Mullins Riley & Scarborough LLP |
| Andrew Tucker |