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 for the same period in 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 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]. - The basic and diluted net loss per share for the nine months ended September 30, 2024, was $(0.20), while for the same period in 2023, it was $(0.43)[116]. 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]. - Total liabilities increased from $8,491,479 to $9,481,571, an increase of approximately 11.6%[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 current liabilities increased from $5,603,980 to $6,594,071, an increase of about 17.7%[13]. - As of September 30, 2024, the Company had a working deficit of $6,558,643[67]. Shareholder Information - As of September 30, 2024, the Company had 4,537,829 public shares outstanding after redemptions, down from 3,712,171 shares redeemed on October 11, 2023[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 proposal was approved on October 11, 2023, to eliminate 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 8,250,000 shares valued at $85,371,600 on December 31, 2022, to 751,837 shares valued at $8,889,119 by September 30, 2024[105]. Business Combination and Operations - The Company has extended the deadline to consummate a business combination from October 11, 2023, to July 11, 2024, with additional extensions possible[29]. - The Company does not expect to generate operating revenues until after completing an initial business combination[26]. - The Company has not commenced any operations as of September 30, 2024, and all activities relate to organizational efforts and preparing for a business combination[26]. - The Company intends to seek alternative ways to consummate an initial business combination following the termination of the Longevity Merger Agreement[50]. - The Company entered into a Merger Agreement with Semnur Pharmaceuticals, Inc., with a total consideration of $2,500,000,000 payable in New Semnur Common Shares[53]. Cash Flow and Financing - 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 issued a convertible promissory note to the Sponsor for up to $180,000, with an initial balance of $15,036.74, to support ongoing operations[35]. - The Company incurred $5,105,315 in transaction costs related to the IPO, including $1,650,000 in underwriting fees[61]. - The Company has drawn down a total of $465,700 from the additional aggregate amount available under the Convertible Promissory Note[146]. 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 exemptions from various reporting requirements[84]. Future Outlook - Management believes the Company may not have sufficient working capital to meet its needs through the business combination[74]. - The Company may need to curtail operations if unable to raise additional capital[74]. - The Company expects to incur significant costs in pursuing its acquisition plans and cannot assure the success of its business combination efforts[181].
Denali Capital Acquisition (DECA) - 2024 Q3 - Quarterly Report