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].
Denali Capital Acquisition Corp.(DECAU) - 2023 Q1 - Quarterly Report