July 30, 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.
           Registration Statement on Form S-1
           Response dated July 29, 2024
           File No. 333-280414
Dear Ryan Saadi M.D., M.P.H.:

     We have reviewed your response letter dated July 29, 2024 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 24, 2024 letter.

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

1.     We have reviewed your response to prior comment 1 and, based on the
information you
       have provided, we are not in a position to agree with your analysis that
the 300,000 shares
       of common stock underlying the Series A-1 Preferred Stock that remain
unsold can be
       registered for resale at this time consistent with Questions 139.06 and
139.11 of our
       Compliance and Disclosure Interpretations relating to Securities Act
Sections. In this
       regard, we continue to note from your response and disclosure that the
closing of the sale
       of all of the 600 shares of Series A-1 Preferred Stock has not yet
occurred, and that the
       purchaser has only paid a portion of the purchase price to date. In
addition, we note that
       you have not indicated when the closing of the unsold Series A-1
Preferred Stock will
       occur. Given that a portion of the shares of the Series A-1 Preferred
Stock has not yet
       been sold to the purchaser, that Section 1 of the Amended and Restated
Securities
 July 30, 2024
Page 2

       Purchase Agreement, dated as of March 27, 2024, filed as Exhibit 10.18
to this
       registration statement, indicates that the purchaser would pay the
Second Purchase Price
       within one business day of that agreement, and that date has already
passed, and that the
       payment of the Second Purchase Price does not appear to be subject only
to the filing or
       effectiveness of a resale registration statement, there does not appear
to be an agreed upon
       target closing date for the second purchase to be completed that would
indicate that the
       closing of the private placement of the unsold securities will occur
within a short time
       after the effectiveness of the resale registration statement, as
contemplated by Question
       139.11. Accordingly, please remove from the registration statement the
300,000 shares of
       common stock underlying the 300 shares of Series A-1 Preferred Stock
that have not yet
       been sold to the purchaser, or, alternatively, disclose the date when
the sale of the unsold
       Series A-1 Preferred Stock will occur that is within a short time after
effectiveness of the
       registration statement as contemplated by Question 139.11.
       Please contact Joshua Gorsky at 202-551-7836 or Tim Buchmiller at
202-551-3635 with
any questions.



                                                            Sincerely,

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