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].
Denali Capital Acquisition Corp.(DECAU) - 2024 Q1 - Quarterly Report