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]

Group 1 - Denali Capital Acquisition Corp. and Longevity Biomedical, Inc. have mutually agreed to terminate their business combination agreement [1] - The company and its sponsor are looking for alternative ways to complete an initial business combination [1][2] - Denali Capital Acquisition Corp. is a blank check company incorporated in the Cayman Islands, aimed at effecting mergers, share exchanges, asset acquisitions, and similar business combinations [2]

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 [3]. Recent Developments - On June 11, 2024, Denali Capital Acquisition Corp. announced the deposit of $50,000 into its trust account to extend the deadline for completing its business combination by one month, from June 11, 2024, to July 11, 2024 [2].

Financial Performance - The company reported a net income of $264,330 for the three months ended March 31, 2024, compared to a net loss of $1,009,102 for the same period in 2023[14]. - Basic and diluted net income per share for redeemable ordinary shares was $0.10, while for non-redeemable ordinary shares, it was a loss of $0.08[14]. - For the three months ended March 31, 2024, the company reported a net income of $264,330 compared to a net loss of $1,009,102 for the same period in 2023[82]. - The net loss including accretion of temporary equity for the three months ended March 31, 2024, was $(539,555), compared to $(1,921,748) for the same period in 2023[82]. - The income earned on the Trust Account for the three months ended March 31, 2024, was $(653,885), a decrease from $(912,646) in the prior year[82]. - For the three months ended March 31, 2024, the Company reported a net income of $264,330, primarily from investment income of $653,885, offset by operating expenses of $368,252 and interest expense of $21,303[132]. Assets and Liabilities - As of March 31, 2024, total assets amounted to $51,347,261, a slight decrease from $50,687,403 as of December 31, 2023[13]. - Total current liabilities increased to $5,999,507 as of March 31, 2024, from $5,603,980 as of December 31, 2023[13]. - The accumulated deficit increased to $(8,821,852) as of March 31, 2024, from $(8,282,297) as of December 31, 2023[15]. - The company had cash at the end of the period amounting to $1,013, a significant decrease from $204,464 at the beginning of the period[17]. - As of March 31, 2024, the company had marketable securities in the Trust Account amounting to $51,281,849, intended for the business combination[48]. - The company reported a working capital deficit of $5,934,095 as of March 31, 2024, with potential loans from the Sponsor to cover deficiencies[51]. Business Combination and Operations - The company has not commenced any operations and does not expect to generate operating revenues until after completing a business combination[19]. - The company is currently focused on identifying a target company for a business combination, specifically with Longevity Biomedical, Inc.[19]. - The Company entered into a Merger Agreement on January 25, 2023, to combine with Longevity Biomedical, Inc., which includes the acquisition of Cerevast Medical, Inc., Aegeria Soft Tissue LLC, and Novokera LLC[29][31]. - The proposed Longevity Business Combination will result in Holdco becoming a publicly traded company, with its common stock expected to list on Nasdaq under the ticker symbol "LBIO"[31]. - The business combination deadline has been extended from October 11, 2023, to July 11, 2024, with monthly extensions possible[145]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its business combination and for working capital purposes thereafter[139]. Shareholder Actions and Agreements - The shareholders approved the business combination proposal with 5,196,327 votes in favor against 10,100 votes against[44]. - The Voting Stockholder of Longevity has committed to vote in favor of the Merger Agreement, holding sufficient shares to approve the Transactions[32]. - On January 9, 2024, shareholders approved the Longevity Business Combination, with 4,440,202 public shares redeemed for a pro rata portion of the funds in the Trust Account[124]. - The Company will provide Public Shareholders the opportunity to redeem shares for a per-share price based on the Trust Account balance, initially anticipated to be $10.20 per Public Unit[25]. Financing and Loans - The Company issued a Convertible Promissory Note totaling $825,000 to FutureTech, fully utilized for extending the business combination deadline[144]. - The Company issued a convertible promissory note of up to $450,000 to FutureTech to extend the business combination deadline to June 11, 2024[44]. - The Company has the option to convert up to $1.5 million of Working Capital Loans into units of the post-business combination entity at a price of $10.00 per unit[51]. - The outstanding amount under Working Capital Loans was $1,013,200, with accrued interest expense of $29,451 at a rate of 4.86%[101]. - The Company may request an additional aggregate amount of up to $186,800 from the Sponsor, raising the total limit of Working Capital Loans to $1,200,000[101]. Compliance and Regulatory Matters - The Company received a notification from Nasdaq regarding its Minimum Value of Listed Securities (MVLS) being below the required $50 million, with a compliance deadline of August 20, 2024[57]. - The Company intends to actively monitor its MVLS and may evaluate options to resolve the deficiency and regain compliance with Nasdaq listing standards[57]. - There are substantial doubts about the Company's ability to continue as a going concern through July 11, 2024, if a business combination is not consummated[147]. - The Company has incurred significant costs related to being a public company, including legal and financial reporting expenses[131]. Accounting and Financial Reporting - The company has adopted ASU 2020-06 effective January 1, 2024, which simplifies accounting for convertible instruments and does not have a material impact on its financial position[89]. - The company has no unrecognized tax benefits or amounts accrued for interest and penalties as of March 31, 2024[85]. - The Company accounts for its Class A ordinary shares subject to possible redemption as temporary equity due to certain redemption rights being outside of its control[74]. - The fair value of investments held in the Trust Account was $51,281,849 as of March 31, 2024, compared to $50,477,963 as of December 31, 2023[118]. - The net proceeds from the IPO are invested in U.S. government securities, minimizing exposure to interest rate risk[156]. Management and Governance - The report is signed on behalf of Denali Capital Acquisition Corp. by the CEO and CFO, indicating compliance with the Securities Exchange Act of 1934[175]. - The document is dated May 21, 2024, reflecting the timing of the financial disclosures[176]. - The CEO and CFO have authorized the report, ensuring accountability and transparency in financial reporting[177].

IPO and Trust Account - 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[21]. - A total of $84.15 million from the IPO and private placement was deposited into a trust account for the benefit of public shareholders[21]. - The amount in the Trust Account was $11.12 per public share as of December 31, 2023[46]. - A total of $84.15 million of the net proceeds from the IPO and the sale of Private Placement Units was deposited in the Trust Account, which is invested in U.S. government securities[79]. - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022[219]. - An additional $825,000 was deposited into the Trust Account on April 12, 2023, to extend the business combination deadline by three months to July 11, 2023[219]. - Another $825,000 was deposited on July 13, 2023, extending the deadline to October 11, 2023[219]. - Approximately $40.5 million was removed from the Trust Account to pay shareholders who redeemed 3,712,171 public shares[219]. - Following redemptions, the Company had 4,537,829 public shares outstanding as of December 31, 2023[219]. - An additional 4,440,202 public shares were redeemed on January 9, 2024, with funds held in the Trust Account pending the business combination[220]. Business Combination and Extensions - On October 11, 2023, shareholders approved an extension to consummate the initial business combination until July 11, 2024, with the option to extend monthly for up to nine times[24]. - The company structured the Longevity Business Combination to ensure that the post-transaction entity will own 100% of the target business's equity interests[42]. - The fair market value of the Longevity Business Combination was determined to be at least 80% of the assets held in the trust account, meeting Nasdaq requirements[40]. - An aggregate of $50,000 was deposited into the trust account on March 11, 2024, to extend the time for consummating the initial business combination by one month[28]. - The company intends to use substantially all net proceeds from the IPO for consummating a Business Combination[221]. - The Business Combination must involve assets with a fair market value equal to at least 80% of the Trust Account's value[221]. - The company extended the deadline for consummating the initial business combination from October 11, 2023, to July 11, 2024, with provisions for monthly extensions[125]. Financial Performance - The Company reported a net income of $632,536 for the year ended December 31, 2023, primarily from interest income on investments[108]. - For the year ended December 31, 2023, net cash used in operating activities was $632,783, influenced by changes in current assets and liabilities[110]. - The Company had net cash provided by investing activities of $39,711,907, mainly due to cash withdrawn from the Trust Account for share redemptions[112]. - The company reported a net income of $632,536 for the year ended December 31, 2023, compared to a net loss of $419,390 for the period from January 5, 2022, through December 31, 2022[206]. - The accumulated deficit increased from $(3,271,562) as of December 31, 2022, to $(8,282,297) as of December 31, 2023, representing a decline of approximately 153.5%[205]. - The basic and diluted net income per share for redeemable ordinary shares was $0.26 for the year ended December 31, 2023, compared to $0.72 for the previous period[206]. Competition and Market Conditions - The company faces intense competition from other entities with similar business objectives, which may limit its ability to acquire larger target businesses[60]. - The company may face increased competition for attractive acquisition targets as the number of special purpose acquisition companies evaluating targets increases[80]. Corporate Governance and Management - The board of directors consists of three members, with directors serving a two-year term[154]. - The audit committee is composed of independent directors, with Kevin Vassily serving as the Chair[158]. - No cash compensation has been paid to executive officers or directors for services rendered[163]. - The company intends to reimburse sponsors and directors for out-of-pocket expenses incurred in connection with activities on behalf of the company[163]. - After the initial business combination, directors may receive consulting or management fees, with no established limit on the amount[164]. - The company does not intend to ensure that management maintains their positions post-business combination[165]. Going Concern and Financial Risks - There are substantial doubts about the company's ability to continue as a going concern, as indicated by its independent registered public accounting firm's report[63]. - The company raised substantial doubt about its ability to continue as a going concern through July 11, 2024, if a business combination is not consummated[127]. - The company has not commenced any operations as of December 31, 2023, and does not expect to generate operating revenues until after completing a business combination[216]. - Management expressed concerns about insufficient working capital and borrowing capacity to meet needs through the business combination[126]. Shareholder Matters - Public shareholders can redeem their Class A ordinary shares upon completion of the initial business combination at a per-share price equal to the aggregate amount in the Trust Account[46]. - If the initial business combination is not completed by the Extended Date, public shares will be redeemed at a price based on the amount in the Trust Account, subject to certain deductions[53]. - A public shareholder is restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, aimed at preventing large block accumulations[50]. - The company intends to conduct redemptions in conjunction with a shareholder vote unless otherwise required by law or chosen to conduct a tender offer[47]. Audit and Compliance - The total audit fees billed by Marcum LLP for the year ended December 31, 2023, amounted to $236,665, while fees for the period from January 5, 2022, through December 31, 2022, totaled $77,132[186]. - The company has not incurred any audit-related or tax-related fees for the year ended December 31, 2023[187][188]. - The audit committee will review all payments made to the sponsor, officers, directors, or their affiliates on a quarterly basis[178].

NEW YORK, March 11, 2024 /PRNewswire/ -- Denali Capital Acquisition Corp. (NASDAQ: DECA) (the "Company") announced today that an aggregate of $50,000 has been deposited into the Company's trust account to further extend the period of time the Company has to consummate its business combination by an additional month from March 11, 2024 to April 11, 2024 in accordance with the amended terms of the Company's amended and restated memorandum and articles of association. About the Company Denali Capital Acquisiti ...