Financial Performance - The company reported a net loss of $194,603 for the three months ended March 31, 2025, compared to a net income of $264,330 for the same period in 2024, indicating a significant decline in performance[15]. - The basic and diluted net loss per non-redeemable ordinary share was $(0.10) for the three months ended March 31, 2025, compared to $(0.08) for the same period in 2024, showing a deterioration in per-share performance[15]. - For the three months ended March 31, 2025, the net loss was $194,603, compared to a net income of $264,330 for the same period in 2024[162]. - Total formation and operating costs decreased to $246,600 for the three months ended March 31, 2025, from $368,252 in the same period of 2024, representing a reduction of approximately 33%[162]. - Interest earned on investments held in the Trust Account was $78,971 for the three months ended March 31, 2025, down from $653,885 in the same period of 2024, a decline of approximately 88%[162]. Assets and Liabilities - As of March 31, 2025, total assets amounted to $9,147,903, a slight increase from $9,037,873 as of December 31, 2024, reflecting a growth of approximately 1.22%[13]. - Total current liabilities increased to $7,851,717 as of March 31, 2025, up from $7,547,084 as of December 31, 2024, representing an increase of about 4.03%[13]. - The company had a total shareholders' deficit of $(10,736,481) as of March 31, 2025, compared to $(10,417,716) as of December 31, 2024, reflecting an increase in deficit of about 3.06%[13]. - The Company had a working deficit of $7,848,981 as of March 31, 2025[62]. - The outstanding amount under Working Capital Loans reached $1,408,200 for Convertible Promissory Note 1 and $115,037 for Convertible Promissory Note 2 as of March 31, 2025[65]. IPO and Trust Account - The company completed its IPO on April 11, 2022, raising gross proceeds of $82,500,000 from the sale of 8,250,000 units at $10.00 per unit[25]. - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022, and has since made additional deposits to extend the business combination deadline[26]. - As of March 31, 2025, the Trust Account holds $9,145,167 solely in cash in an interest-bearing demand deposit account[59]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[200]. - The Company plans to use funds in the Trust Account to complete the Business Combination and for working capital to finance operations of the target business[59]. Business Combination and Targets - The company has identified Semnur Pharmaceuticals, Inc. as a potential target for a business combination[23]. - The total consideration for the merger with Semnur Pharmaceuticals, Inc. is $2,500,000,000, payable in New Semnur Common Shares[49]. - The Company extended the deadline for consummating a business combination from October 11, 2023, to July 11, 2024, with potential monthly extensions[26]. - The Company has extended the combination period through December 11, 2025, as per the amendment to the Merger Agreement with Semnur[50]. - The Company will cease operations and redeem public shares if it fails to complete a business combination within the specified time frame[40]. Shareholder Activity - On October 11, 2023, shareholders redeemed approximately $40.5 million (about $10.92 per share) from the Trust Account, leaving 4,537,829 public shares outstanding[29]. - On July 10, 2024, shareholders redeemed approximately $43.4 million (about $11.47 per share) from the Trust Account, resulting in 751,837 public shares outstanding[31]. - On April 11, 2025, shareholders redeemed 708,098 public shares for approximately $8.6 million, resulting in a pro rata payment of about $12.17 per share[164]. - Following redemptions, the Company had 43,739 public shares outstanding as of April 11, 2025[164]. Compliance and Regulatory Issues - The Company received a notice from Nasdaq on October 2, 2024, indicating non-compliance with the MVLS Rule and Total Assets Rule, requiring a minimum MVLS of $50 million[76]. - The Company was unable to regain compliance with Nasdaq Listing Rules by March 31, 2025, leading to the delisting of its securities on April 16, 2025[78]. - The Company entered into an amendment to the Merger Agreement on April 16, 2025, extending the timeframe to complete a business combination through December 11, 2025[79]. Future Outlook and Concerns - Management believes the Company will not have sufficient working capital to meet its needs through the consummation of the initial Business Combination[72]. - The Company has raised concerns regarding its ability to continue as a going concern through December 11, 2025, if a Business Combination is not consummated[73]. - The Company may need additional financing to complete the business combination or due to obligations to redeem public shares, which may involve issuing additional securities or incurring debt[208].

Group 1 - The Extraordinary General Meeting of Denali Capital Acquisition Corp. was convened on April 10, 2025, and subsequently adjourned to provide shareholders additional time to consider the proposals [1][2] - The adjourned meeting is scheduled for April 11, 2025, at 10:00 a.m. Eastern Time, to be held at the offices of US Tiger Securities, Inc. in New York [2] - Only shareholders of record as of March 24, 2025, are entitled to vote at the meeting, and previously submitted proxies will be voted unless revoked [3] Group 2 - Denali Capital Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aimed at executing mergers, share exchanges, asset acquisitions, or similar business combinations [4]

IPO and Business Combination - The company completed its IPO on April 11, 2022, raising gross proceeds of $82.5 million from the sale of 8,250,000 units at $10.00 per unit[23]. - The company has established criteria for evaluating potential business combinations, which Semnur is believed to meet[43]. - The company entered into a merger agreement with Semnur on August 30, 2024, with plans for Denali to be renamed Semnur Pharmaceuticals, Inc. upon completion[37]. - A preliminary prospectus/proxy statement was filed on November 6, 2024, regarding the proposed business combination with Semnur[38]. - The company plans to extend the deadline for business combination completion to December 11, 2025, with monthly extensions available[39]. - The Business Combination must meet the Nasdaq requirement of having a fair market value of at least 80% of the Trust Account assets[55]. - The deadline for completing an initial business combination was extended to April 11, 2025, with the possibility of further monthly extensions[56]. - If no initial business combination is completed by the Extended Date, the company will redeem public shares and liquidate[66]. - The company has not engaged in any operations or generated operating revenues to date, with activities focused on preparing for the IPO and identifying a target company for a business combination[120]. Shareholder Actions and Redemptions - Shareholders redeemed 3,712,171 public shares for approximately $40.5 million (about $10.92 per share) during the Extension Meeting, leaving 4,537,829 public shares outstanding[26]. - Shareholders holding 3,785,992 public shares redeemed their shares for a pro rata portion of the Trust Account, resulting in approximately $43.4 million removed, equating to about $11.47 per share[48]. - Following redemptions, 751,837 public shares remained outstanding[48]. - Public shareholders will have the opportunity to redeem shares at a price of $12.00 per share upon completion of the initial business combination[60]. - Redemption rights are limited to 15% of the shares sold in the IPO without prior consent, to prevent shareholder manipulation[64]. Financial Performance and Proceeds - The Company had a net loss of $167,306 for the year ended December 31, 2024, primarily due to formation and operating expenses of $1,649,106 and interest expense of $96,242, partially offset by income earned on investments held in the Trust Account of $1,578,042[122]. - For the year ended December 31, 2023, the Company reported a net income of $632,536, mainly from income earned on investments held in the Trust Account amounting to $3,843,271, offset by formation and operating expenses of $3,173,826 and interest expense of $36,909[123]. - The total amount placed in the Trust Account following the IPO was $84,150,000, with $1,515,795 of cash held outside the Trust Account for working capital purposes[132]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[132]. - For the year ended December 31, 2024, net cash used in operating activities was $753,296, primarily due to a net loss of $167,306 and changes in current assets and liabilities of $585,990[124]. - For the year ended December 31, 2024, net cash used in investing activities was $43,425,328, primarily due to cash withdrawn from the Trust Account in connection with the redemption of 3,785,992 shares of ordinary shares by public shareholders[126]. - For the year ended December 31, 2024, net cash provided by financing activities was $42,859,628, mainly from proceeds of $565,700 from the issuance of a promissory note to a related party[128]. Corporate Governance and Compliance - The board of directors consists of three members, with directors serving a two-year term[172]. - The audit committee is composed of independent directors, including Huifeng Chang, Jim Mao, and Kevin Vassily, with Kevin Vassily serving as the Chair[175]. - The audit committee is responsible for overseeing audits, monitoring the independence of the accounting firm, and ensuring compliance with applicable laws[176]. - The company has adopted a Code of Ethics applicable to directors, officers, and employees, which is available upon request[178]. - The company has an insider trading policy governing transactions of its securities by directors, officers, and employees[179]. - The audit committee will review all payments made to the sponsor, executive officers, and directors on a quarterly basis[197]. - The independent directors of the company will hold regularly scheduled meetings to discuss matters without the presence of non-independent directors[203]. Risks and Challenges - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[73]. - The company is subject to potential economic downturns and recent volatility in capital markets, which may affect its ability to complete a business combination[84]. - The company has evaluated conditions raising substantial doubt about its ability to continue as a going concern through April 11, 2025, if a business combination is not consummated[139]. - The company has no approved plan to extend the business combination deadline beyond April 11, 2025, raising substantial doubt about its ability to continue as a going concern[221]. Notes on Securities and Loans - The Company issued a convertible promissory note totaling up to $180,000 to the sponsor, with an initial principal balance of $15,037[110]. - The Company issued a Convertible Promissory Note totaling $825,000 to FutureTech, fully utilized to extend the business combination period, with an outstanding balance of $1,275,000 as of December 31, 2024[137]. - The Company has drawn down a total of $208,200 from an additional aggregate amount available under the Convertible Promissory Note, exceeding the permitted principal amount[134]. - The Company has a total principal amount of $2,000,000 under the amended Convertible Promissory Note as of January 24, 2025[134]. - The Company may repay loaned amounts from the proceeds held in the Trust Account if the initial business combination is completed[198].

Financial Performance - Net loss for the three months ended September 30, 2024, was $40,861 compared to a net income of $630,586 for the same period in 2023[15]. - Loss from operations for the nine months ended September 30, 2024, was $749,389, down from $2,991,344 for the same period in 2023, indicating a significant reduction in operational losses[15]. - For the nine months ended September 30, 2024, the net income was $672,381, a significant increase from $79,193 for the same period in 2023, representing a growth of approximately 748%[23]. - The net loss for the nine months ended September 30, 2023, was $1,345,643, compared to a net income of $672,381 for the same period in 2022[113]. - The basic and diluted net loss per share for the nine months ended September 30, 2024, was $(0.20), while for the same period in 2023, it was $(0.43)[116]. Assets and Liabilities - Total current assets decreased from $209,440,000 as of December 31, 2023, to $35,428,000 as of September 30, 2024, representing a decline of approximately 83.1%[13]. - Total assets decreased from $50,687,403 to $8,924,547, a reduction of about 82.4%[13]. - Total liabilities increased from $8,491,479 to $9,481,571, an increase of approximately 11.6%[13]. - Cash and investments held in the Trust Account decreased from $50,477,963 to $8,889,119, a decline of approximately 82.4%[13]. - Total current liabilities increased from $5,603,980 to $6,594,071, an increase of about 17.7%[13]. - As of September 30, 2024, the Company had a working deficit of $6,558,643[67]. Shareholder Information - As of September 30, 2024, the Company had 4,537,829 public shares outstanding after redemptions, down from 3,712,171 shares redeemed on October 11, 2023[32]. - The Company will allow Public Shareholders to redeem their shares at a price of approximately $10.20 per Public Unit prior to the initial Business Combination[42]. - A proposal was approved on October 11, 2023, to eliminate the limitation on redeeming Public Shares that would cause net tangible assets to fall below $5,000,001[42]. - The Company’s Class A ordinary shares subject to possible redemption decreased from 8,250,000 shares valued at $85,371,600 on December 31, 2022, to 751,837 shares valued at $8,889,119 by September 30, 2024[105]. Business Combination and Operations - The Company has extended the deadline to consummate a business combination from October 11, 2023, to July 11, 2024, with additional extensions possible[29]. - The Company does not expect to generate operating revenues until after completing an initial business combination[26]. - The Company has not commenced any operations as of September 30, 2024, and all activities relate to organizational efforts and preparing for a business combination[26]. - The Company intends to seek alternative ways to consummate an initial business combination following the termination of the Longevity Merger Agreement[50]. - The Company entered into a Merger Agreement with Semnur Pharmaceuticals, Inc., with a total consideration of $2,500,000,000 payable in New Semnur Common Shares[53]. Cash Flow and Financing - Net cash used in operating activities for the nine months ended September 30, 2024, was $(655,877), compared to $(473,787) for the same period in 2023, indicating a decline in cash flow from operations[23]. - The Company issued a convertible promissory note to the Sponsor for up to $180,000, with an initial balance of $15,036.74, to support ongoing operations[35]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees[61]. - The Company has drawn down a total of $465,700 from the additional aggregate amount available under the Convertible Promissory Note[146]. Compliance and Regulatory Matters - The Company received a notification from Nasdaq on February 22, 2024, indicating that its Minimum Value of Listed Securities (MVLS) was below the required $50 million for 30 consecutive business days[78]. - The Company has until August 20, 2024, to regain compliance with the MVLS requirement by closing at or above $50 million for a minimum of ten consecutive business days[78]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[84]. Future Outlook - Management believes the Company may not have sufficient working capital to meet its needs through the business combination[74]. - The Company may need to curtail operations if unable to raise additional capital[74]. - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of its business combination efforts[181].

Financial Performance - The net income for the three months ended June 30, 2024, was $448,912, a decrease of 1.4% compared to $457,709 for the same period in 2023[10]. - For the six months ended June 30, 2024, the company reported a net income of $713,242 compared to a net loss of $551,393 for the same period in 2023[14]. - The net loss for the six months ended June 30, 2024, was $(341,245), including an accretion of temporary equity to redemption value of $(790,157)[69]. - Basic and diluted net income per redeemable ordinary share was $0.13 for the three months ended June 30, 2024, compared to $0.10 for the same period in 2023, representing a growth of 30%[10]. - Basic and diluted net income per share for the three months ended June 30, 2024, was $0.13 for non-redeemable shares, while redeemable shares reported a loss of $(0.05)[72]. Liabilities and Financial Position - Total current liabilities increased to $6,319,123 as of June 30, 2024, compared to $5,603,980 as of December 31, 2023, reflecting a rise of approximately 12.7%[8]. - The total liabilities as of June 30, 2024, were $9,206,623, up from $8,491,480 as of December 31, 2023, marking an increase of approximately 8.4%[9]. - The accumulated deficit increased to $(9,163,097) as of June 30, 2024, from $(8,282,297) as of December 31, 2023, indicating a decline in financial health[9]. - The total shareholders' deficit as of June 30, 2024, was $(9,162,840), an increase from $(8,282,040) as of December 31, 2023, indicating a worsening financial position[9]. - As of June 30, 2024, the Company had a working deficit of $6,275,340 and an outstanding amount of $1,128,200 under Working Capital Loans in the form of a Convertible Promissory Note issued to the Sponsor[38]. Trust Account and IPO Proceeds - The Company had a total of $84,150,000 deposited in a trust account following the IPO, which was invested in U.S. government securities[19]. - As of June 30, 2024, the Trust Account holds $52,072,006 solely in cash in an interest-bearing demand deposit account[37]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[36]. - The Company plans to apply substantially all net proceeds from the IPO toward consummating a business combination, which must involve assets with a fair market value equal to at least 80% of the trust account value[24]. - Interest on the Trust Account's bank deposit accounts currently yields approximately 4.5% per annum after liquidating U.S. government securities[112]. Business Combination and Financing - The company anticipates potential challenges in completing its initial business combination due to ongoing geopolitical tensions and economic uncertainties[5]. - The company is exploring additional financing options to support its proposed business combination with Semnur Pharmaceuticals, Inc.[5]. - The Company has extended the deadline for completing a business combination from July 11, 2024, to April 11, 2025, allowing for monthly extensions[21]. - The Merger Agreement with Longevity Biomedical was terminated on June 26, 2024, and the Company is seeking alternative ways to consummate an initial business combination[33]. - The Company issued a convertible promissory note totaling up to $180,000 to Scilex, with an initial principal balance of $15,037, to extend the time for consummating a business combination[23]. Compliance and Regulatory Matters - The Company received a notification from Nasdaq on February 22, 2024, indicating that its Minimum Value of Listed Securities (MVLS) was below the required $50 million for continued listing[44]. - The Company has until August 20, 2024, to regain compliance with Nasdaq listing standards, requiring the MVLS to close at or above $50 million for a minimum of ten consecutive business days[44]. - On July 26, 2024, the Company received confirmation from Nasdaq that it had regained compliance with the listing requirements[45]. Shareholder and Equity Matters - The basic and diluted weighted average redeemable ordinary shares outstanding decreased to 4,537,829 for the three months ended June 30, 2024, from 8,250,000 for the same period in 2023, reflecting a reduction of approximately 45.0%[10]. - The Company has outstanding Working Capital Loans totaling $1,128,200 as of June 30, 2024, with accrued interest of $42,638 at a rate of 4.86%[89]. - The Company issued 2,156,250 founder shares to the Sponsor for $25,000, with a fair value of $1,005,964 recognized for shares granted to directors and executives[83][87]. - The Company is authorized to issue up to 200 million Class A ordinary shares, with 2,062,500 Class B ordinary shares issued and outstanding as of June 30, 2024[93]. - The Class B ordinary shares will convert into Class A ordinary shares upon the initial Business Combination, ensuring that initial shareholders retain approximately 20% of the total ordinary shares[95].

Company Overview - Denali Capital Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aimed at executing a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities [8]. Business Combination Extension - The Company announced that shareholders voted in favor of extending the deadline for consummating an initial business combination from July 11, 2024, to April 11, 2025, allowing for monthly extensions up to nine times [7]. - To facilitate this extension, the Company deposited $15,063.74 into its trust account, which represents the lesser of $20,000 or $0.02 per public share that remains outstanding and is not redeemed prior to the one-month extension [4]. Financial Arrangements - The deposit was funded through a convertible promissory note with a principal amount of up to $180,000 issued to the Sponsor, which bears no interest and is repayable upon the consummation of the initial business combination or liquidation of the Company [4]. - The note can be converted into the Company's Class A ordinary shares at a conversion price of $10.00 per share at the Sponsor's discretion [4].

Core Points - The Company has received shareholder approval to extend the deadline for completing an initial business combination from July 11, 2024, to April 11, 2025, with the option to extend monthly for up to nine additional months [7] - A deposit of $15,063.74 has been made into the Trust Account to fund the one-month extension, which is the lesser of $20,000 or $0.02 per public share not redeemed prior to the extension [2] - The deposit was funded through a convertible promissory note of up to $180,000 issued to the Sponsor, which is interest-free and repayable upon the consummation of the business combination or liquidation [2] Company Information - Denali Capital Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aimed at effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination [8] - The Company filed the Definitive Proxy Statement with the SEC on June 28, 2024, in connection with the solicitation of proxies for the Shareholder Meeting [5]

Core Insights - Semnur Pharmaceuticals, Inc. is set to undergo a proposed business combination with Denali Capital Acquisition Corp., with a pre-transaction equity value of up to $2.0 billion and expected gross proceeds of up to $40 million [13][26] - The combined company will focus on the development and commercialization of SP-102 (SEMDEXA™), a non-opioid injectable corticosteroid gel for treating lumbar radicular pain or sciatica, which has completed a Phase 3 study and received FDA Fast Track status [5][39] - The market for chronic pain management is significant, with over 30 million people in the U.S. suffering from low back and radicular pain, highlighting the need for effective non-opioid therapies [14][40] Company Overview - Semnur Pharmaceuticals is a clinical-late stage specialty pharmaceutical company focused on non-opioid pain therapies, with its lead program SP-102 being a novel gel formulation for chronic radicular pain [39][44] - Scilex Holding Company, the parent company of Semnur, is dedicated to acquiring and developing non-opioid pain management products, targeting high unmet needs in the pain management market [43] Product Development - SP-102 (SEMDEXA™) is a viscous gel formulation containing 10 mg of dexamethasone sodium phosphate, designed for epidural injections to treat sciatica, showing significant clinical benefits in trials [5][39] - The product has demonstrated a decrease in pain intensity for over a month in patients and has shown statistically significant improvements in disability index scores [39] Market Potential - The peak sales potential for SP-102 is projected to reach up to $3.6 billion annually five years post-launch, indicating a strong market opportunity for the product [27] - The overall estimated number of epidural steroid injection procedures in the U.S. is approximately 12.1 million, with lumbar radiculopathy/sciatica procedures comprising about 88% of these, underscoring the demand for effective treatments [40]

Company Announcement - Denali Capital Acquisition Corp and Longevity Biomedical Inc have mutually agreed to terminate their previously announced business combination agreement [3] - The company and its sponsor intend to seek alternative ways to consummate an initial business combination [3] Company Overview - Denali Capital Acquisition Corp is a blank check company incorporated as a Cayman Islands exempted company [4] - The company's purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities [4]

Group 1 - Denali Capital Acquisition Corp. has mutually agreed to terminate its business combination agreement with Longevity Biomedical, Inc. [2] - The company and its sponsor are exploring alternative methods to complete an initial business combination [2] - Denali Capital Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aimed at merging or acquiring businesses [1]