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Denali Capital Acquisition (DECA) - 2024 Q2 - Quarterly Report

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