Change in Certifying Accountants - Form 8-K

Item 4.01 Changes in Registrant's Certifying Accountant.

Appointment of Independent Registered Public Accounting Firm

On April 29, 2024, the audit committee of the Board of Directors (the "Audit Committee") of Tevogen Bio Holdings Inc. (the "Company") approved the appointment of KPMG LLP ("KPMG") as the Company's new independent registered public accounting firm for the year ending December 31, 2024, effective immediately. KPMG is replacing Marcum LLP ("Marcum") as the Company's independent registered public accounting firm.

As previously disclosed, on February 14, 2024, pursuant to that certain agreement and plan of merger, dated June 28, 2023, the Company completed a business combination (the "Business Combination") with Tevogen Bio Inc., a Delaware corporation ("Tevogen Bio"). Prior to the consummation of the Business Combination, KPMG served as the independent registered public accounting firm of Tevogen Bio for the year ended December 31, 2023. During the fiscal years ended December 31, 2022 and 2023, and the subsequent interim period through the date of this Current Report on Form 8-K, neither the Company, nor anyone acting on its behalf, consulted KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company's financial statements; or (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Dismissal of Independent Registered Public Accounting Firm

In connection with the Company's appointment of KPMG as its independent registered public accounting firm, on April 29, 2024, the Audit Committee dismissed Marcum as the Company's independent registered public accounting firm.

Marcum's report on the Company's financial statements for the fiscal years ended December 31, 2023, and December 31, 2022, contained an explanatory paragraph related to the Company's ability to continue as a going concern but did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles.

During the two most recent fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this Current Report on Form 8-K: (i) there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Marcum's satisfaction, would have caused Marcum to make reference to the subject matter of the disagreements in connection with its reports on the Company's financial statements for such years, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K. As previously disclosed in Item 9A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "Annual Report"), the Company concluded that its internal control over financial reporting was not effective as of December 31, 2023 due to a certain material weakness. In the Annual Report, the Company disclosed the existence of a material weakness in internal control over financial reporting related to our accounting for complex financial instruments and internal controls over collectability over amounts due from related parties.

In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Marcum with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Marcum furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether Marcum agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of Marcum's letter dated May 2, 2024 is attached as Exhibit 16.1 to this Current Report on Form 8-K.