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].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $307,468, consisting of interest earned on investments of $380,429, offset by formation and operating costs of $72,961[96]. - From January 5, 2022, to September 30, 2022, the company had a net income of $265,278, with interest earned on investments totaling $495,261 and formation and operating costs of $229,983[96]. Cash and Securities - As of September 30, 2022, the company had cash of $985,578 and working capital of $1,027,202[106]. - As of September 30, 2022, the company had marketable securities held in the Trust Account amounting to $84,645,261[104]. IPO and Financing - The company raised gross proceeds of $82,500,000 from its IPO by selling 8,250,000 Public Units at $10.00 each[102]. - The company also generated $5,100,000 from the sale of 510,000 Private Placement Units at $10.00 each[102]. - The company incurred total transaction costs of $5,105,315 related to the IPO, including $1,650,000 in underwriting fees[103]. - The company may need to obtain additional financing to complete its Business Combination or to cover redemptions of Public Shares[108]. Business Operations and Plans - The company expects to incur significant costs in pursuing its acquisition plans and does not anticipate generating operating revenues until after completing its initial Business Combination[93][94]. - The Company is classified as an "emerging growth company" under the JOBS Act, allowing it to take advantage of certain reporting exemptions[115]. Shareholder Information - As of September 30, 2022, there are 8,250,000 Class A ordinary shares subject to possible redemption, presented at redemption value as temporary equity[117]. - The Company accounts for 8,250,000 Public Warrants and 510,000 Private Warrants as equity-classified instruments[120]. - Net loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, with no dilutive securities as of September 30, 2022[121]. Risk Management - The Company has invested IPO net proceeds in U.S. government securities with a maturity of 185 days or less, minimizing exposure to interest rate risk[124]. - The company has no off-balance sheet financing arrangements as of September 30, 2022[109].

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, 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 (State or other jurisdicti ...

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, 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 (State or other jurisdict ...