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 earnings per share[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]. - The Company had a working deficit of $7,848,981 as of March 31, 2025[62]. - 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, a significant decrease from $653,885 in the same period of 2024[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, indicating an increase in deficit of about 3.06%[13]. - As of March 31, 2025, the Trust Account held $9,145,167 solely in cash, intended for the Business Combination[59]. - As of March 31, 2025, the Company had cash of $2,736 outside of the Trust Account[60]. IPO and Business Combination - The company completed its IPO on April 11, 2022, raising gross proceeds of $82,500,000 from the sale of 8,250,000 units[25]. - The Company deposited a total of $84,150,000 into the Trust Account following the IPO on April 11, 2022[26]. - The Company has identified Semnur Pharmaceuticals, Inc. as a potential target for a business combination[23]. - The Company plans to extend the deadline for consummating a business combination from April 11, 2025, to December 11, 2025, with provisions for monthly extensions[34]. - The Company entered into a new Merger Agreement with Semnur Pharmaceuticals on August 30, 2024, with a total consideration of $2,500,000,000[48][49]. - The Merger Agreement stipulates that Semnur's equity value is set at $2,500,000,000, with shares converted based on an Exchange Ratio[183]. Shareholder Actions and Redemptions - 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]. - As of July 10, 2024, shareholders redeemed approximately $43.4 million (about $11.47 per share) from the Trust Account, resulting in 751,837 public shares remaining[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 notified on April 2, 2025, that it had not regained compliance with Nasdaq Listing Rules and faced delisting[78]. - 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[172]. Financing and Debt - The Company issued a convertible promissory note totaling up to $180,000 to the Sponsor on July 10, 2024, with an initial balance of $15,037[32]. - 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]. - The Company has accrued interest expense of $91,764 related to the Working Capital Loans as of March 31, 2025[136]. - The outstanding principal balance of the convertible promissory note held by FutureTech was $1,275,000 as of March 31, 2025[191]. Future Outlook and Concerns - 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[72]. - Management believes there may not be sufficient working capital to meet needs through the consummation of the initial business combination[206]. - The Company may need to obtain additional financing to complete the business combination or due to obligations to redeem public shares[208].

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].

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 in the same period of 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 basic and diluted net loss per non-redeemable ordinary share improved from $(0.12) in Q3 2023 to $(0.08) in Q3 2024[15]. - The basic and diluted net income per share for the three months ended September 30, 2024, was $0.14, compared to a net loss of $(0.08) for the same period in 2023[115]. - 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]. 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]. - 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 liabilities increased from $8,491,479 to $9,481,571, an increase of about 11.7%[13]. - Accumulated deficit increased from $(8,282,297) as of December 31, 2023, to $(9,446,400) as of September 30, 2024, reflecting a worsening financial position[13]. Cash Flow - 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 provided $43,425,328 in cash from investing activities during the nine months ended September 30, 2024, compared to $(825,000) in the same period of 2023, showing a positive shift in investment cash flow[23]. - The total cash at the end of the period was $14,287, up from $13,460 at the end of September 30, 2023[23]. Business Combination and Agreements - The company extended the deadline to consummate a business combination from October 11, 2023, to July 11, 2024, with additional deposits of $150,000 into the Trust Account[29]. - The Company entered into a Merger Agreement with Semnur Pharmaceuticals, with a total consideration of $2,500,000,000 to be paid at Closing[53]. - The Company intends to seek alternative ways to consummate an initial business combination following the termination of the Longevity Merger Agreement[50]. - The Company plans to apply substantially all net proceeds from the IPO toward consummating a business combination, which must involve businesses with a fair market value of at least 80% of the Trust Account assets[41]. - The Company has a deadline of April 11, 2025, to complete a Business Combination, or it will cease operations except for winding up[75]. Shareholder Information - As of September 30, 2024, the company had 4,537,829 public shares outstanding after redemptions, down from 3,712,171 public shares redeemed for approximately $40.5 million[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 shareholder meeting on October 11, 2023, approved the elimination of 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 4,537,829 shares on December 31, 2023, to 751,837 shares on September 30, 2024[105]. - Shareholders redeemed 3,785,992 public shares for approximately $43.4 million, resulting in about $11.47 per share being removed from the Trust Account[190]. Financing and Debt - The company issued a convertible promissory note totaling $180,000 to the Sponsor, with an initial balance of $15,036.74, to support its operations[35]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees[61]. - As of September 30, 2024, the Company had $1,308,200 outstanding under Working Capital Loans in the form of Convertible Promissory Notes issued to the Sponsor[69]. - The principal amount of the Sponsor's convertible promissory notes increased to $1,323,237 due to an aggregate loan of $480,737 during the nine months ended September 30, 2024[202]. 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 reporting exemptions[84]. Operational Status - The company has not commenced any operations as of September 30, 2024, and does not expect to generate operating revenues until after completing a business combination[26]. - The Company has incurred increased expenses due to being a public company, including legal and financial reporting costs[204]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its initial business combination[204].

Financial Performance - The company experienced a net income of $448,912 for the three months ended June 30, 2024, compared to a net income of $457,709 for the same period in 2023, indicating a slight decrease of about 0.2%[13] - 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, showing an increase of 30%[13] - The company reported a loss from operations of $168,186 for the three months ended June 30, 2024, significantly lower than the loss of $563,701 for the same period in 2023, indicating an improvement of approximately 70%[13] - 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[17] - 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[79] Liabilities and Shareholder Equity - As of June 30, 2024, the company reported total liabilities of $9,206,623, an increase from $8,491,480 as of December 31, 2023, reflecting a growth of approximately 8.4%[11] - The accumulated deficit increased to $(9,163,097) as of June 30, 2024, from $(8,282,297) as of December 31, 2023, representing a deterioration of approximately 10.6%[12] - The company’s total shareholders' deficit was $(9,162,840) as of June 30, 2024, compared to $(8,282,040) as of December 31, 2023, indicating a decline of about 10.6%[12] - The total current liabilities amounted to $6,319,123 as of June 30, 2024, up from $5,603,980 as of December 31, 2023, marking an increase of about 12.7%[11] Trust Account and Cash Management - The Company has placed a total of $84,150,000 in the Trust Account following the IPO, with $1,515,795 in cash held outside the Trust Account for working capital purposes[42] - As of June 30, 2024, the Trust Account holds $52,072,006 solely in cash in an interest-bearing demand deposit account[43] - The Company liquidated U.S. government securities in the Trust Account and now holds funds in an interest-bearing bank deposit account yielding approximately 4.5% per annum[129] - Approximately $40.5 million was removed from the Trust Account to pay shareholders who redeemed their public shares, resulting in 4,537,829 public shares outstanding[24] - On July 10, 2024, shareholders redeemed approximately $43.4 million (approximately $11.47 per share) from the Trust Account, leaving 751,837 public shares outstanding[27] 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[20] - The company has extended the deadline to consummate a business combination from July 11, 2024, to April 11, 2025, with provisions for monthly extensions[26] - 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[39] - The Company entered into a letter of intent with Semnur for a potential business combination on July 2, 2024, although no assurance of a definitive agreement exists[123] Capital Structure and Financing - The Company completed its IPO on April 11, 2022, raising gross proceeds of $82.5 million from the sale of 8,250,000 Public Units at $10.00 each[92] - A private placement occurred simultaneously with the IPO, generating gross proceeds of $5.1 million from the sale of 510,000 Private Placement Units at $10.00 each[94] - The Company has outstanding Working Capital Loans totaling $1,128,200 as of June 30, 2024, with an accrued interest expense of $42,638[102] - The Company issued a convertible promissory note totaling up to $180,000 to Scilex, with an initial principal balance of $15,037[28] - The Company issued a FutureTech Convertible Promissory Note totaling $825,000 on July 11, 2023, and as of June 30, 2024, there was an outstanding amount of $1,275,000 under this note[46] Compliance and Regulatory Matters - The Company received a letter from Nasdaq on February 22, 2024, indicating that its Minimum Value of Listed Securities (MVLS) was below the required $50 million, with a compliance deadline of August 20, 2024[51] - On July 26, 2024, the Company regained compliance with Nasdaq Listing Rule 5450(b)(2)(A) and continues to trade on Nasdaq[52] Miscellaneous - The Company recognized no unrecognized tax benefits or accrued interest and penalties related to unrecognized tax benefits as of June 30, 2024[87] - The Company adopted ASU 2020-06 effective January 1, 2024, which simplifies accounting for convertible instruments but does not have a material impact on the financial position[91] - The Company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000[74] - The Company has agreed to registration rights for holders of founder shares and Private Placement securities, allowing them to demand registration of their securities[103]

Financial Performance - The net income for the three months ended March 31, 2024, was $264,330, compared to a net loss of $1,009,102 for the same period in 2023[10]. - Basic and diluted net income per share for redeemable ordinary shares was $0.10 for the three months ended March 31, 2024, compared to a loss of $0.07 in the same period of 2023[10]. - The net loss for the three months ended March 31, 2024, is $539,555, compared to a net loss of $1,921,748 for the same period in 2023[84]. - The Company recorded an income earned on the Trust Account of $(653,885) for the three months ended March 31, 2024[84]. Assets and Liabilities - As of March 31, 2024, the total assets of Denali Capital Acquisition Corp. amounted to $51,347,261, an increase from $50,687,403 as of December 31, 2023[8]. - Total current liabilities increased to $5,999,507 as of March 31, 2024, from $5,603,980 as of December 31, 2023[8]. - The total shareholders' deficit increased to $(8,821,595) as of March 31, 2024, from $(8,282,040) as of December 31, 2023[9]. - As of March 31, 2024, the Company had a working capital deficit of $5,934,095, with $1,013,200 outstanding under Working Capital Loans in the form of a Convertible Promissory Note issued to the Sponsor[51]. - As of March 31, 2024, the Company had marketable securities held in the Trust Account amounting to $51,281,849, intended for completing the Business Combination[48]. Business Combination Plans - The company has ongoing plans for a business combination with Longevity Biomedical, Inc., which is subject to various risks and uncertainties[6]. - The Company entered into a Merger Agreement with Longevity Biomedical, Inc., which includes the acquisition of Cerevast Medical, Aegeria Soft Tissue, and Novokera[27][29]. - Following the business combination, Holdco will become a publicly traded company, changing its name to Longevity Biomedical, Inc., and listing on Nasdaq under the ticker symbol "LBIO"[29]. - The Company extended the deadline to consummate a business combination to July 11, 2024, with shareholders having redeemed approximately $40.5 million worth of public shares[20][23]. Capital Structure and Financing - The Company raised gross proceeds of $82.5 million from the IPO of 8,250,000 units, with each unit priced at $10.00[19]. - A total of $84.15 million of net proceeds from the IPO and private placement was deposited in a trust account, invested in U.S. government securities[20]. - The Company has incurred transaction costs of $5.105 million related to the IPO, including underwriting fees and other offering costs[19]. - FutureTech agreed to purchase 625,000 Class B units of membership interests in the Sponsor for a total purchase price of $5 million, with $2 million paid as of the Merger Agreement date[32]. - The Company issued a convertible promissory note totaling $825,000 to the Sponsor, with an initial principal balance of $412,500, which may convert into Class A ordinary shares at a price of $10 per share[37]. Compliance and Risks - The Company received a notification from Nasdaq regarding non-compliance with listing requirements, specifically a Minimum Value of Listed Securities below $50 million, with a compliance deadline of August 20, 2024[57]. - The Company has evaluated conditions that raise substantial doubt about its ability to continue as a going concern through July 11, 2024, if a Business Combination is not consummated[55]. - The obligations of Longevity to consummate the Business Combination are subject to the Minimum Cash Condition of at least $30 million, which was waived on August 29, 2023[42]. Shareholder Information - The shareholders approved the Business Combination Proposal with 5,196,327 votes in favor against 10,100 votes against[44]. - As of March 31, 2024, there are 4,537,829 Class A ordinary shares subject to possible redemption, valued at $51,281,849[78]. - The Class B ordinary shares will automatically convert into Class A ordinary shares upon the consummation of the initial Business Combination at a ratio ensuring approximately 20% of the total ordinary shares[111]. Operational Challenges - The Company is at risk of not having sufficient working capital and borrowing capacity to meet its needs through the consummation of the initial Business Combination, potentially leading to operational curtailments[54]. - The Company has not had any cash equivalents as of March 31, 2024, indicating potential liquidity challenges[65]. - The Company has utilized all of the $825,000 FutureTech Convertible Promissory Note to fund required payments for extending the business combination period[52].

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[17]. - A private placement generated an additional $5.1 million from the sale of 510,000 units at the same price, bringing total net proceeds to $84.15 million deposited in a trust account[17]. - The IPO generated gross proceeds of $82,500,000 from the sale of 8,250,000 Units at a price of $10.00 per Unit[87]. - A total of $84,150,000 of the net proceeds from the IPO and the sale of Private Placement Units was deposited in the Trust Account[89]. - The company incurred transaction costs of $5,105,315 related to the IPO, including $1,650,000 in underwriting fees and $2,887,500 in deferred underwriting fees[126]. Business Combination and Agreements - On January 25, 2023, the company entered into a Merger Agreement for the Longevity Business Combination, which includes acquisitions of Cerevast Medical, Aegeria Soft Tissue, and Novokera[18]. - The company entered into a Merger Agreement on January 25, 2023, to acquire Longevity Biomedical, Inc. and its subsidiaries[94]. - On January 9, 2024, shareholders voted in favor of the Longevity Business Combination, with ongoing efforts to meet closing conditions[21]. - The company must complete business combinations with a total fair market value of at least 80% of the assets held in the trust account[37]. - The Longevity Business Combination is structured to ensure the post-transaction company will own 100% of the target businesses[39]. - The company has agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of the sponsor[185]. Shareholder Actions and Redemptions - Approximately $40.5 million was redeemed by shareholders, resulting in 4,537,829 public shares outstanding after redemptions[20]. - Public shareholders can redeem up to 15% of the shares sold in the IPO without prior consent, which aims to prevent large shareholders from blocking business combinations[48]. - If no initial business combination is completed by the Extended Date, public shares will be redeemed at a price equal to the amount in the Trust Account, minus taxes and up to $100,000 for dissolution expenses[51]. - The company intends to conduct redemptions in conjunction with a shareholder vote unless not required by law or if a tender offer is chosen[44]. Financial Position and Risks - The company has no operating history and no revenues, which presents a risk for potential investors[61]. - The ability of public shareholders to redeem shares for cash may deter potential business combination targets, affecting the company's financial attractiveness[64]. - The company is subject to intense competition from other entities seeking similar business combinations, which may limit its acquisition capabilities[58]. - Management expressed concerns about insufficient working capital and borrowing capacity to meet needs through the initial business combination[133]. - 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[134]. Management and Governance - The management team is focused on identifying attractive business combination opportunities within technology, hospitality, or consumer services sectors[24]. - The management team has agreed to vote their shares in favor of the initial business combination, ensuring majority support regardless of public shareholder votes[63]. - The company has one executive officer who will devote necessary time until the initial business combination is completed[60]. - The board of directors consists of three members, with directors serving a two-year term[157]. - The audit committee is composed of independent directors, with Kevin Vassily serving as the Chair[162]. Financial Performance and Assets - The net income for the year ended December 31, 2023, was $632,536, primarily from interest income of $3,843,271, offset by operating expenses of $3,173,826[118]. - For the year ended December 31, 2023, net cash used in operating activities was $632,783, influenced by changes in current assets and liabilities[119]. - As of December 31, 2023, the Trust Account held investments totaling $50,477,963, with an additional $204,464 in cash outside the Trust Account[126][127]. - Total current assets decreased from $907,836 in 2022 to $209,440 in 2023, a decline of approximately 77%[212]. - Investments held in Trust Account decreased from $85,371,600 in 2022 to $50,477,963 in 2023, a reduction of about 41%[212]. - Total liabilities increased from $4,179,141 in 2022 to $8,491,480 in 2023, representing an increase of approximately 103%[213]. - The accumulated deficit grew from $(3,271,562) in 2022 to $(8,282,297) in 2023, indicating a worsening financial position[215]. Audit and Compliance - The audit committee has pre-approved all auditing and permitted non-audit services since its formation[199]. - The company reported no tax compliance, planning, or advice fees incurred for the year ended December 31, 2023[197]. - The company has no off-balance sheet arrangements as of December 31, 2023[136]. - No changes in internal control over financial reporting during the quarter ended December 31, 2023, that materially affected the reporting[149]. Shareholder Ownership and Interests - The beneficial ownership of ordinary shares as of March 29, 2024, includes significant shareholders and executive officers[172]. - As of April 1, 2024, initial shareholders beneficially owned approximately 36% of issued and outstanding ordinary shares, allowing them to appoint all directors prior to the initial business combination[180]. - Polar Asset Management Partners Inc. holds 250,000 shares with a sole voting power and 500,000 shares with sole dispositive power, representing a significant stake in the company[175]. - Calamos Market Neutral Income Fund has voting and dispositive power over 350,000 shares, indicating strong institutional interest[176]. - Glazer Capital, LLC has sole voting and dispositive power over 310,944 shares, further highlighting institutional ownership[177]. - Mizuho Financial Group, Inc. holds 493,672 shares, representing 5.64% of Class A ordinary shares[178].

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]

Financial Performance - The net income for the three months ended June 30, 2023, was $457,709, compared to a net loss of $30,847 for the same period in 2022, indicating a significant turnaround[10]. - Basic and diluted net income per share for redeemable ordinary shares was $0.10 for the three months ended June 30, 2023, compared to $0.55 for the same period in 2022[10]. - The net loss for the six months ended June 30, 2023, was $551,393, compared to a net loss of $42,190 for the same period in 2022[10]. - Net income for the three months ended June 30, 2023, was $457,709, while the net loss for the six months ended June 30, 2023, was $(551,393)[79]. - The net loss including accretion of temporary equity for the three months ended June 30, 2023, was $(1,393,150), and for the six months ended June 30, 2023, it was $(3,314,898)[79]. - Basic and diluted net loss per share for the three months ended June 30, 2023, was $(0.10) for redeemable shares and $(0.13) for non-redeemable shares[81]. Assets and Liabilities - As of June 30, 2023, total assets amounted to $88,189,555, an increase from $86,279,436 as of December 31, 2022, representing a growth of approximately 2.2%[9]. - The accumulated deficit increased to $6,586,460 as of June 30, 2023, from $3,271,562 as of December 31, 2022, reflecting a rise of approximately 101%[11]. - The company’s total shareholders' deficit as of June 30, 2023, was $(6,586,203), reflecting an increase from $(3,271,305) as of December 31, 2022[11]. - The company had a working capital deficit of $3,698,702 as of June 30, 2023, indicating potential liquidity challenges[157]. - The company has $9,125 in cash outside the Trust Account as of June 30, 2023, intended for evaluating target businesses and related expenses[42]. Operating Activities - Formation and operating costs for the six months ended June 30, 2023, totaled $2,485,449, a significant increase from $157,021 for the same period in 2022[10]. - The total cash used in operating activities was $398,123, an increase from $218,645 in the prior year[3]. - Net cash used in operating activities for the six months ended June 30, 2023, was $398,123, primarily due to a net loss and changes in current assets and liabilities[144]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing a business combination[140]. Financing Activities - The Company raised gross proceeds of $82,500,000 from the IPO, with 8,250,000 Public Units sold at $10.00 each[19]. - The Company also raised $5,100,000 from the sale of 510,000 Private Placement Units to the Sponsor[19]. - The Company incurred transaction costs of $5,105,315 related to the IPO, including $1,650,000 in underwriting fees[19]. - Net cash provided by financing activities for the six months ended June 30, 2023, was $412,500 from the issuance of a promissory note to a related party[148]. Business Combination - The Company extended its business combination deadline to October 11, 2023, after previously extending it from April 11, 2023[22]. - The Company entered into a Merger Agreement on January 25, 2023, to combine with Longevity Biomedical, Inc., with the new entity expected to be publicly traded under the ticker symbol "LBIO" on Nasdaq[26]. - The consummation of the Longevity Business Combination is subject to shareholder approval and other conditions as outlined in the Merger Agreement[28]. - If the initial business combination is not completed, the company may need to curtail operations and reduce overhead expenses due to insufficient working capital[158]. Trust Account and Investments - As of June 30, 2023, the Trust Account held a total of $84,150,000 from the IPO and Private Placement Units[20]. - The fair value of the Company's investment held in the Trust Account was $88,135,105 as of June 30, 2023[120]. - The net proceeds from the IPO and Private Placement are invested in U.S. government securities, minimizing exposure to interest rate risk[176]. Debt and Loans - The Company issued a Convertible Promissory Note totaling $825,000 to the Sponsor on April 11, 2023, with an initial balance of $412,500, to extend the time for consummating a business combination[34]. - The Company has outstanding Working Capital Loans totaling $412,500 in the form of a Convertible Promissory Note[102]. - The principal balance of the Convertible Promissory Note increased to $492,500 after an additional loan of $80,000 from the Sponsor[124]. Internal Controls and Risk Factors - As of June 30, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[178]. - There were no changes in internal control over financial reporting during the quarter ended June 30, 2023, that materially affected the internal control[179]. - There have been no material changes to the risk factors disclosed in the Annual Report for the annual period ended December 31, 2022[183].

Financial Performance - As of March 31, 2023, Denali Capital Acquisition Corp. reported a total shareholders' deficit of $5,193,053, an increase from $3,271,305 as of December 31, 2022, reflecting a net loss of $1,009,102 for the quarter[11]. - The company incurred formation and operating costs of $1,921,748 for the three months ended March 31, 2023, compared to $11,343 for the same period in 2022[11]. - For the three months ended March 31, 2023, the company reported a net loss of $1,009,102, compared to a net loss of $11,343 for the same period in 2022[68]. - The basic and diluted net loss per share for the three months ended March 31, 2023, was $(0.07), while it was $(0.01) for the same period in 2022[68]. - The company generated gross proceeds of $82,500,000 from the IPO of 8,250,000 Public Units sold at a price of $10.00 per unit[76]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial business combination[122]. - Management believes the Company will not have sufficient working capital to meet its needs through the consummation of the initial Business Combination[44]. - The company has evaluated conditions that raise substantial doubt about its ability to continue as a going concern through July 11, 2023[45]. IPO and Trust Account - The IPO on April 11, 2022, raised gross proceeds of $82,500,000 from the sale of 8,250,000 units, with transaction costs totaling $5,105,315[21]. - A total of $84,150,000 from the IPO proceeds was deposited in a Trust Account, invested in U.S. government securities[22]. - As of March 31, 2023, the Company had marketable securities in the Trust Account amounting to $86,284,246, which will be used to complete the Business Combination[39]. - Following the IPO, a total of $84,150,000 was placed in the Trust Account, with investments held in the Trust Account amounting to $86,284,246 as of March 31, 2023[129]. - The Company will provide Public Shareholders the opportunity to redeem shares at a price of $10.20 per Public Unit, plus any pro rata interest in the Trust Account[24]. - The Sponsor has agreed to cover any claims that reduce the Trust Account below $10.20 per Public Share, ensuring liquidity for Public Shareholders[27]. Business Combination and Strategy - Denali Capital Acquisition Corp. has not commenced any operations as of March 31, 2023, and does not expect to generate operating revenues until after completing a business combination[19]. - The company is focused on identifying a target company for a business combination, specifically in the Longevity sector[19]. - There is no assurance that Denali Capital Acquisition Corp. will successfully effect a business combination, as it must acquire a controlling interest in the target business[23]. - The Company has extended the Combination Period to July 11, 2023, allowing an additional three months to complete the initial Business Combination[24]. - The Merger Agreement involves a business combination with Longevity Biomedical, Inc., which will result in New PubCo becoming publicly traded under the ticker symbol "LBIO"[29]. - The Voting Stockholder of Longevity has agreed to vote in favor of the Merger Agreement, ensuring support for the transaction[31]. - The company entered into a Merger Agreement on January 25, 2023, to acquire Longevity and its subsidiaries, with plans to become publicly traded under the ticker symbol "LBIO" on Nasdaq[117][118]. Capital Structure and Securities - The Company issued a Convertible Promissory Note totaling up to $825,000 to the Sponsor, with an initial balance of $412,500[36]. - The Company has a cash balance of $1,515,795 held outside the Trust Account for working capital purposes after the IPO[38]. - The Company has authorized the issuance of 1,000,000 preference shares, but none have been issued as of March 31, 2023[93]. - The Class B ordinary shares will convert into Class A ordinary shares at a ratio ensuring that Class A shares represent approximately 20% of the total ordinary shares post-initial Business Combination[97]. - Warrants will become exercisable at $11.50 per share, subject to adjustments, after the completion of the initial Business Combination[98]. - The Company may redeem outstanding warrants at a price of $0.01 per warrant if the last reported sale price of ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period[101]. - The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants but plans to file a registration statement within 20 business days after the initial Business Combination[100]. Financial Position and Risks - The company reported a working deficit of $2,305,553 as of March 31, 2023[43]. - The company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000[64]. - The company has filed a Form S-4 with the SEC on March 29, 2023, to register shares of its common stock in connection with the proposed business combination[120]. - The company has evaluated subsequent events and determined no significant unrecognized events occurred through the date of the financial statements issuance[109]. - There have been no material changes to the risk factors disclosed in the Annual Report for the period ended December 31, 2022[151]. Internal Controls and Reporting - As of March 31, 2023, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective[146]. - There were no changes in internal control over financial reporting during the quarter ended March 31, 2023, that materially affected the internal control[147].

IPO and Fundraising - 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[9]. - An additional private placement generated gross proceeds of $5.1 million from the sale of 510,000 units at the same price[9]. - A total of $84.15 million from the IPO and private placement was deposited into a trust account for public shareholders[9]. - The company has raised concerns about its ability to continue as a going concern if additional capital is not secured by April 11, 2023[92]. - The Company generated gross proceeds of $82,500,000 from the IPO of 8,250,000 Public Units, sold at a price of $10.00 per unit[108]. - The Company completed a private placement of 510,000 Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $5,100,000[4]. Business Combination Plans - The company must complete a business combination with a total fair market value of at least 80% of the trust account assets, excluding certain fees and taxes[12]. - The company has until April 11, 2023, to complete its initial business combination, with the possibility of extending this period by up to six months[12]. - The company intends to focus on acquiring businesses in the technology, hospitality, or consumer services sectors, avoiding targets headquartered or primarily operating in China[10]. - The company plans to structure its initial business combination to acquire 100% of the target business, but may also consider acquiring less than 100% under certain conditions[12]. - The company has entered into a Merger Agreement with Longevity Biomedical, Inc., which includes the acquisition of Cerevast Medical, Inc., Aegeria Soft Tissue LLC, and Novokera LLC[15]. - Following the mergers, New PubCo will change its name to Longevity Biomedical, Inc., and its common stock is expected to list on the Nasdaq Capital Market under the ticker symbol "LBIO"[15]. - The proposed Longevity Business Combination is subject to certain conditions as described in the Merger Agreement[15]. - The Company has a deadline of 12 months from the IPO closing to complete the initial Business Combination, extendable to 18 months[88]. - If the Business Combination is not completed, the Company may need to cease operations and redeem Public Shares[88]. Financial Performance and Position - For the period from January 5, 2022, through December 31, 2022, the company reported a net loss of $419,390, primarily due to formation and operating expenses of $1,640,990, partially offset by income from marketable securities of $1,221,600[32]. - The company had an increase in cash of $819,747, resulting from net cash provided by financing activities of $85,395,842, despite net cash used in operating activities of $426,095 and net cash used in investing activities of $84,150,000[33]. - As of December 31, 2022, the company had cash and marketable securities held in the Trust Account totaling $85,371,600, with an additional $819,747 in cash held outside the Trust Account[34]. - 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[34]. - The company has a working capital deficit of $383,805 as of December 31, 2022, and may require additional financing to meet its liquidity needs prior to completing a business combination[35]. - The net loss for the period from January 5, 2022, through December 31, 2022, is $419,390[82]. - The total current assets as of December 31, 2022, amount to $907,836, with cash holdings of $819,747[81]. - The total liabilities amount to $4,179,141, including accounts payable and accrued expenses of $1,291,641[81]. Shareholder and Governance Matters - The company plans to provide public shareholders with the opportunity to redeem their Class A ordinary shares upon completion of the initial business combination[17]. - Public shareholders are restricted from redeeming more than 15% of the shares sold in the IPO without prior consent, to discourage accumulation of large blocks of shares[18]. - The company intends to conduct redemptions in connection with a shareholder vote unless not required by law or stock exchange listing requirements[17]. - The board of directors consists of three members, with directors serving a two-year term and the ability to fill vacancies by majority vote[54]. - The audit committee is comprised of independent directors, including Huifeng Chang, Jim Mao, and Kevin Vassily, with Kevin Vassily serving as the Chair[55]. - The company has established an audit committee responsible for overseeing audits and ensuring compliance with applicable laws and regulations[55]. - The beneficial ownership table does not reflect record or beneficial ownership of the Private Placement Warrants, which are not exercisable within 60 days of the report date[63]. - The holders of founder shares and Private Placement Units are entitled to registration rights, allowing them to demand registration of their securities[116]. Risks and Challenges - The company has encountered intense competition from other entities in identifying and selecting target businesses for its initial business combination, which may limit its ability to acquire larger targets[21]. - The company has no operating history and no revenues, which may affect investor confidence and the ability to complete a business combination[23]. - The company may face challenges in completing its initial business combination within the prescribed time frame, which could lead to liquidation and redemption of public shares at $10.30 or less[24]. - The company may not have sufficient funds to satisfy indemnification claims of its directors and executive officers, which could pose additional risks[25]. - The company is subject to risks associated with being an early-stage emerging growth company[85]. - There is no assurance that the company will successfully effect a business combination[87]. Accounting and Reporting - The company is required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC regularly[19]. - The company is classified as an "emerging growth company" and intends to take advantage of certain exemptions from reporting requirements, including delaying the adoption of new accounting standards[20]. - The company has not adopted ASU 2020-06 yet, which simplifies accounting for convertible instruments and is effective January 1, 2024[46]. - The company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000[102]. - The Company has not registered the Class A ordinary shares issuable upon exercise of the warrants but plans to file a registration statement within 20 business days after the initial Business Combination[121]. - The Company has evaluated subsequent events and determined no significant unrecognized events occurred other than the noted merger[126].