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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001641172-25-021070 0002011728 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 12/11/2025 false 0001860871 88165K101 Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #210 Warren NJ 07059 Ryan Saadi 877-838-6436 c/o Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #210 Warren NJ 07059 0002011728 Ryan H. Saadi OO X1 124334453.32 193923 96985499.32 193923 124528376.32 N 62 IN The number of shares reported in row 7 includes 27,348,954 shares of restricted Common Stock that are outstanding and therefore carry voting rights but that may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit. The shares of Common Stock reported in rows 8 and 10 consist of shares held by Dr. Saadi's spouse. The percent reported in row 13 is calculated based on 201,011,792 shares of Common Stock outstanding as of December 16, 2025. Common Stock, par value $0.0001 per share Tevogen Bio Holdings Inc. 15 Independence Boulevard, Suite #210 Warren NJ 07059 This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Tevogen Bio Holdings Inc., a Delaware corporation (the "Issuer" or the "Company"). This Amendment No. 2 amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Person on February 22, 2024, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Person on July 25, 2025 (the "Original Schedule 13D," and as further amended by this Amendment No. 2, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows: (a) See rows (11) and (13) of the cover page to this Amendment No. 2 for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person. Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows: (b) See rows (7) through (10) of the cover page to this Amendment No. 2 for the aggregate number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition. Item 5(c) of the Schedule 13D is hereby amended and restated to read as follows: (c) Except as set forth in this Amendment No. 2, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 2. On December 11, 2025, the Reporting Person made gifts of an aggregate of 460,000 shares of Common Stock to charitable entities. Ryan H. Saadi /s/ Ryan H. Saadi Ryan H. Saadi 12/16/2025