IPO and Financial Proceeds - 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]. - A total of $84,150,000 of the net proceeds from the IPO and Private Placement Units was deposited in the Trust Account, with transaction costs amounting to $5,105,315[94]. - The company completed a Private Placement of 510,000 Private Placement Units at a purchase price of $10.00 per unit, generating gross proceeds of $5.1 million[91]. - The underwriters received a cash underwriting discount of $1,650,000 and a deferred fee of $2,887,500, contingent upon the completion of a business combination[145]. - 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]. Business Combination and Extensions - The company extended the deadline to consummate an initial business combination from October 11, 2023, to July 11, 2024, with the option for up to nine one-month extensions[25]. - The deadline for completing an initial business combination has been extended to April 11, 2025, with the possibility of further monthly extensions[56]. - The company entered into a letter of intent with Semnur for a potential business combination on July 2, 2024[29]. - The Longevity Merger Agreement was terminated on June 26, 2024, leading to the withdrawal of the registration statement initially filed with the SEC[28]. - The Business Combination must meet the Nasdaq requirement of having a total aggregate fair market value of at least 80% of the Trust Account assets[55]. Shareholder Redemptions - Following the Extension Meeting on October 11, 2023, shareholders redeemed 3,712,171 public shares, resulting in approximately $40.5 million (approximately $10.92 per share) being removed from the Trust Account[26]. - On July 10, 2024, shareholders redeemed 3,785,992 public shares, leading to approximately $43.4 million (approximately $11.47 per share) being withdrawn from the Trust Account[30]. - Approximately $43.4 million was removed from the Trust Account due to shareholder redemptions, leaving 751,837 public shares outstanding[109]. - Following redemptions, there are 751,837 public shares outstanding[48]. Financial Performance - 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, primarily 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]. - For the year ended December 31, 2024, net cash used in operating activities was $753,296, primarily due to a net loss and changes in current assets and liabilities[124]. - For the year ended December 31, 2024, net cash provided by financing activities was $42,859,628, primarily due to proceeds from the issuance of a promissory note to a related party[128]. Corporate Structure and Governance - The board of directors consists of three members, with directors serving a two-year term[172]. - The audit committee is comprised of independent directors, including Huifeng Chang, Jim Mao, and Kevin Vassily, with Kevin Vassily serving as the Chair[175]. - Lei Huang serves as the Chief Executive Officer and has been with the company since its inception[166]. - You ("Patrick") Sun has served as the Chief Financial Officer since the company's inception and has extensive experience in banking and asset management[168]. - The audit committee is responsible for monitoring the independence of the independent registered public accounting firm and pre-approving all audit services[176]. Risks and Challenges - The company has encountered intense competition from other entities seeking similar business combinations, which may limit its ability to acquire larger target businesses[73]. - The company has no operating history and no revenues, which presents a challenge in evaluating its ability to achieve its business objectives[76]. - Management expressed substantial doubt about the Company's ability to continue as a going concern through April 11, 2025, if a business combination is not consummated[139]. - The company is subject to a potential delisting from Nasdaq if it fails to complete a business combination by April 7, 2025[77]. Compliance and Regulatory Matters - The Company is required to maintain a Minimum Value of Listed Securities (MVLS) of $50 million for continued listing on Nasdaq, with a compliance deadline of August 20, 2024[100]. - The Company has 180 days to regain compliance with Nasdaq Listing Rules, with MVLS needing to close at or above $50 million for ten consecutive business days[102]. - The company is classified as an "emerging growth company" and will maintain this status until it achieves total annual gross revenue of at least $1.235 billion or the market value of its ordinary shares exceeds $700 million[70]. - The company has no approved plan to extend the business combination deadline beyond April 11, 2025[221]. Internal Controls and Audit - Management assessed the effectiveness of internal control over financial reporting as of December 31, 2024, and determined it was effective[158]. - There were no changes in internal control over financial reporting during the quarter ended December 31, 2024, that materially affected its effectiveness[160]. - The audit committee is responsible for the pre-approval of audit and permitted non-audit services performed by the independent auditor[209]. Miscellaneous - The company has not declared or paid any dividends on its ordinary shares and does not anticipate doing so in the foreseeable future[88]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risk[80]. - The company has no material litigation or governmental proceedings currently pending against it[82]. - The company has no off-balance sheet arrangements as of December 31, 2024, and does not participate in transactions that create variable interest entities[142].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period______ from to______ Commission File No. 001-41351 DENALI CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |--------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period______ from to______ Commission File No. 001-41351 DENALI CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |-------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period______ from to______ Commission File No. 001-41351 DENALI CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____ to ____. Commission File Number: 001-41351 Denali Capital Acquisition Corp. (Exact name of registrant as specified in its charter) | --- | --- | |------------ ...

Financial Performance - Net income for the three months ended September 30, 2023, was $630,586, compared to $307,468 for the same period in 2022, reflecting an increase of approximately 105%[10] - Basic and diluted net income per share for redeemable ordinary shares was $0.12 for the three months ended September 30, 2023, compared to $0.04 for the same period in 2022, indicating a 200% increase[10] - The company reported a net loss of $(1,009,102) for the nine months ended September 30, 2023, compared to a net income of $265,278 for the same period in 2022[10] - As of September 30, 2023, the company reported a net income of $79,193, compared to a net income of $265,278 for the period from January 5, 2022, through September 30, 2022[16] - For the three months ended September 30, 2023, the company reported a net income of $630,586, primarily from interest income of $1,151,229[148] - For the nine months ended September 30, 2023, the net income was $79,193, with total interest income of $3,089,734[149] Assets and Liabilities - Total assets as of September 30, 2023, increased to $90,146,984 from $86,279,436 as of December 31, 2022, representing a growth of approximately 3.2%[9] - Current liabilities rose significantly to $5,079,996 as of September 30, 2023, compared to $1,291,641 as of December 31, 2022, marking an increase of approximately 293%[9] - The total liabilities as of September 30, 2023, were $7,967,496, up from $4,179,141 as of December 31, 2022, reflecting an increase of approximately 91%[9] - The accumulated deficit increased to $(7,932,103) as of September 30, 2023, from $(3,271,562) as of December 31, 2022, representing a deterioration of approximately 142%[11] - Total current assets as of September 30, 2023, were $35,650, compared to $907,836 as of December 31, 2022, indicating a decrease of approximately 96%[9] - The company had cash at the end of the period amounting to $13,460, down from $985,578 at the end of the previous period[16] - The Company had a working capital deficit of $5,044,346 as of September 30, 2023, indicating liquidity challenges[48] IPO and Financing - The company generated gross proceeds of $82,500,000 from the IPO of 8,250,000 units, sold at a price of $10.00 per unit[20] - Total transaction costs for the IPO amounted to $5,105,315, which included $1,650,000 in underwriting fees and $2,887,500 in deferred underwriters' fees[20] - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022, and subsequently extended the deadline for a business combination to July 11, 2024, through multiple extensions[21][22] - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees[44] - The gross proceeds from the IPO amounted to $82,500,000, after deducting offering costs and allocations, the net proceeds were significantly lower[76] - The company also raised $5,100,000 from a private placement of 510,000 Private Placement Units at the same price of $10.00 per unit[93] Business Combination Plans - The company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination[17] - The Merger Agreement with Longevity Biomedical, Inc. includes the acquisition of Cerevast Medical, Aegeria Soft Tissue, and Novokera, with the Company merging into Denali Merger Sub[27][28] - The proposed Longevity Business Combination is subject to shareholder approval and other conditions, with no assurance of successful completion[29] - The Company plans to complete a Business Combination with a target that has a fair market value of at least 80% of the Trust Account assets, which must not fall below $10.20 per Public Share[22][24] - The Minimum Cash Condition for the business combination was waived by Longevity, allowing the transaction to proceed without the requirement of $30 million in unrestricted cash proceeds[141] - The company intends to focus on technology, consumer, and hospitality sectors for its initial business combination, avoiding targets headquartered or primarily operating in China[128] Shareholder Actions and Extensions - 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[21] - On October 11, 2023, shareholders approved an extension for the company to complete its initial business combination from October 11, 2023, to July 11, 2024, with the option to extend monthly for up to nine times[123] - The Company will not redeem Public Shares if it would cause net tangible assets to fall below $5,000,001, although this limitation was eliminated in a recent shareholder meeting[24][25] - The Sponsor will deposit $50,000 for each one-month extension of the business combination deadline, with a maximum of nine extensions available[21] Debt and Interest Expenses - The Company issued a Convertible Promissory Note totaling $825,000 to the Sponsor, with an initial principal balance of $412,500, and the remaining amount drawable at the Company's request[37] - The Company recognized accrued interest expenses of $10,290 related to the Sponsor's loans and $8,897 related to FutureTech as of September 30, 2023[48][50] - The Company has a total outstanding amount of $642,500 under the Sponsor Convertible Promissory Note as of October 12, 2023[146][161] - The company issued a convertible promissory note totaling up to $450,000 to FutureTech, with an initial principal balance of $50,000, to fund the extension of the business combination deadline[124] Regulatory and Compliance - The Company has filed a Form S-4 with the SEC to register shares related to the business combination, with multiple amendments filed throughout 2023[34] - The Company has not recognized any stock-based compensation expense related to founder shares as a Business Combination is not considered probable as of September 30, 2023[98] - The company is assessing the impact of ASU 2020-06, effective January 1, 2024, on its financial position and results of operations[88] - The company has not disclosed any material changes to risk factors since the last annual report[186] - The company’s disclosure controls and procedures were evaluated as effective by the CEO and CFO as of September 30, 2023[183] Miscellaneous - The company has not commenced any operations as of September 30, 2023, and does not expect to generate operating revenues until after completing a business combination[18] - The Cayman Islands is the company's only major tax jurisdiction, with no income tax imposed for the nine months ended September 30, 2023[87] - No legal proceedings are currently pending against the company[184] - The Company has recognized changes in redemption value of Class A ordinary shares immediately, adjusting the carrying value to equal the redemption value at the end of each reporting period[75]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period______ from to______ Commission File No. 001-41351 DENALI CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | --- | --- | |-------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period______ from to______ Commission File No. 001-41351 DENALI CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Cayman Islands (State or other j ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading symbol(s) Name of each exchange on which registered Units, each consisting of one Class A ordinary share and one redeemable warrant DECAU The Nasdaq Stock Market LLC Class A ordinary shares, par value $0.0001 per share DECA The Nasdaq Stock Market LLC Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share DECAW The Nasdaq Stock Market LLC FORM 10-K (Ma ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41351 DENALI CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Cayman Islands | | 98-1659463 | | ...