Sec Form 3 Filing - Corbin Capital Partners, L.P. @ Semper Paratus Acquisition Corp - 2023-02-03

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Corbin Capital Partners, L.P. 2. Issuer Name and Ticker or Trading Symbol Semper Paratus Acquisition Corp [ LGST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 590 MADISON AVENUE, 31ST FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Shares, par value $0.0001 per share 1,716,800 I See Footnotes ( 1 ) ( 2 ) ( 4 ) Class A Ordinary Shares, par value $0.0001 per share 603,200 I See Footnotes ( 1 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Corbin Capital Partners, L.P. 590 MADISON AVENUE, 31ST FLOOR NEW YORK, NY10022 X Corbin ERISA Opportunity Fund, Ltd. 590 MADISON AVENUE 31ST FLOOR NEW YORK, NY10022 X Corbin Capital Partners GP, LLC 590 MADISON AVENUE 31ST FLOOR NEW YORK, NY10022 X Signatures Corbin ERISA Opportunity Fund, Ltd., By: Corbin Capital Partners, L.P., its investment advisor, By: /s/ Daniel Friedman, as General Counsel 02/16/2023 Signature of Reporting Person Date Corbin Capital Partners, L.P., By: /s/ Daniel Friedman, as General Counsel 02/16/2023 Signature of Reporting Person Date Corbin Capital Partners GP, LLC, By: /s/ Daniel Friedman, as Authorized Signatory 02/16/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 3, 2023, the Issuer held a vote on whether to approve an extension of the date by which the Issuer has to consummate a business combination from February 8, 2023 to December 15, 2023 (the "Extension Amendment Proposal"). In connection with the vote on the Extension Amendment Proposal, holders of 32,116,947 Class A Ordinary Shares, par value $0.0001 per share (the "Class A Ordinary Shares") exercised their right to redeem their Class A Ordinary Shares for cash. Solely as a result of these redemptions, each of Corbin ERISA Opportunity Fund, Ltd., a Cayman Islands exempted company ("CEOF"), Corbin Capital Partners GP, LLC, a Delaware limited liability company ("Corbin GP"), and Corbin Capital Partners, L.P., a Delaware limited partnership ("CCP" and together with CEOF and Corbin GP, the "Reporting Persons") became the beneficial owner of more than 10% of the Issuer's outstanding Class A Ordinary Shares, in each case based on their pre-existing beneficial ownership. ( 2 )Held directly by CEOF. CCP is the investment advisor to CEOF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by CEOF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by CEOF over which CCP shares beneficial ownership. ( 3 )Held directly by Corbin Opportunity Fund, L.P., a Delaware limited partnership ("COF"). CCP is the investment advisor to COF and may be deemed to have beneficial ownership over the Class A Ordinary Shares held by COF. Corbin GP is the general partner of CCP and may be deemed to share beneficial ownership over the Class A Ordinary Shares held by COF over which CCP shares beneficial ownership. ( 4 )Each of the Reporting Persons disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.

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 4(b)(v).

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